QUEST RESOURCE CORPORATION



                          2005 OMNIBUS STOCK AWARD PLAN



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                                Table of Contents

                                                                            Page




Article 1.  Establishment, Objectives, Duration and Effect of Shareholder
            Approval.........................................................1

    1.1. Establishment of the Plan...........................................1
    1.2. Objectives of the Plan..............................................1
    1.3. Duration of the Plan................................................1
    1.4. Shareholder Approval and Effect Thereof.............................1

Article 2.  Definitions......................................................1

Article 3.  Administration...................................................7

    3.1. Board and Committee.................................................7
    3.2. Powers of the Board.................................................8

Article 4.  Shares Subject to the Plan.......................................9

    4.1. Number of Shares Available..........................................9
    4.2. Adjustments in Authorized Shares...................................10
    4.3. Available Shares...................................................10

Article 5.  Eligibility and General Conditions of Awards....................10

    5.1. Eligibility........................................................10
    5.2. Grant Date.........................................................11
    5.3. Maximum Term.......................................................11
    5.4. Award Agreement....................................................11
    5.5. Restrictions on Share Transferability..............................11
    5.6. Termination of Affiliation.........................................11
    5.7. Nontransferability of Awards.......................................14

Article 6.  Stock Options...................................................15

    6.1. Grant of Options...................................................15
    6.2. Award Agreement....................................................15
    6.3. Option Price.......................................................15
    6.4. Grant of Incentive Stock Options...................................15
    6.5. Exercise of Options................................................17

Article 7.  Stock Appreciation Rights.......................................17

    7.1. Grant of SARs......................................................17
    7.2. SAR Award Agreement................................................18
    7.3. Exercise of SARs...................................................18
    7.4. Expiration of SARs.................................................18
    7.5. Payment of SAR Amount..............................................18


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Article 8.  Restricted Shares...............................................18

    8.1. Grant of Restricted Shares.........................................18
    8.2. Award Agreement....................................................19
    8.3. Consideration......................................................19
    8.4. Effect of Forfeiture...............................................19
    8.5. Escrow; Legends....................................................19

Article 9.  Performance Units and Performance Shares........................19

    9.1. Grant of Performance Units and Performance Shares..................19
    9.2. Value/Performance Goals............................................19
    9.3. Payment of Performance Units and Performance Shares................20
    9.4. Form and Timing of Payment of Performance Units and Performance
         Shares.............................................................20

Article 10.  Bonus Shares and Deferred Shares...............................20

    10.1. Bonus Shares......................................................20
    10.2. Deferred Shares...................................................20

Article 11.  Beneficiary Designation........................................21

Article 12.  Rights of Employees............................................21

    12.1. Employment........................................................21
    12.2. Participation.....................................................21

Article 13.  Amendment, Modification, and Termination.......................21

    13.1. Amendment, Modification, and Termination..........................21
    13.2. Adjustments Upon Certain Unusual or Nonrecurring Events...........21
    13.3. Awards Previously Granted.........................................21

Article 14.  Withholding....................................................22

    14.1. Mandatory Tax Withholding.........................................22
    14.2. Notification under Code Section 83(b).............................22

Article 15.  Additional Provisions..........................................22

    15.1. Successors........................................................22
    15.2. Gender and Number.................................................22
    15.3. Severability......................................................22
    15.4. Requirements of Law...............................................23
    15.5. Securities Law Compliance.........................................23
    15.6. No Rights as a Shareholder........................................23
    15.7. Nature of Payments................................................23
    15.8. Governing Law.....................................................24


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                           QUEST RESOURCE CORPORATION.
                          2005 Omnibus Stock Award Plan

ARTICLE 1. ESTABLISHMENT,    OBJECTIVES,   DURATION   AND   EFFECT   OF
           SHAREHOLDER APPROVAL

     1.1.  Establishment  of the  Plan.  Quest  Resource  Corporation,  a Nevada
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the Quest  Resource  2005 Omnibus  Stock Award Plan (the "Plan").
The Plan was adopted by the Board of Directors of the Company (the "Board"),  on
October 14,  2005.  Subject to Section  1.4, the Plan is effective as of October
14, 2005 (the "Effective Date").

     1.2.  Objectives of the Plan.  The Plan is intended to allow  employees and
Non-Employee  Directors  of the  Company  and its  Subsidiaries  to  acquire  or
increase equity  ownership in the Company,  or to be compensated  under the Plan
based on growth in the  Company's  equity  value,  thereby  strengthening  their
commitment to the success of the Company and stimulating their efforts on behalf
of the Company, and to assist the Company and its Subsidiaries in attracting new
employees  and  retaining  existing  employees.  The  Plan is also  intended  to
optimize the  profitability  and growth of the Company through  incentives which
are consistent with the Company's goals; to provide incentives for excellence in
individual performance;  and to promote teamwork. All Awards made under the Plan
shall give effect to the 2.5:1 reverse stock split effective October 31, 2005.

     1.3.  Duration of the Plan.  The Plan shall  commence on the Effective Date
and shall remain in effect, subject to Section 1.4 and the right of the Board to
amend or terminate the Plan at any time pursuant to Article 13 hereof, until all
Shares  subject to it shall have been  purchased  or acquired  according  to the
Plan's provisions.

     1.4.  Shareholder  Approval and Effect Thereof. The Company will submit the
Plan to the shareholders of the Company for approval within twelve months of the
Effective  Date.  If the Company's  shareholders  do not approve the Plan (i) no
Awards shall be granted  subsequent  to such vote,  and (ii) all Awards  granted
hereunder  other than the Initial  Awards shall be forfeited by each Grantee and
become null and void; the Initial Awards,  however,  shall survive  according to
the terms and conditions of such Awards and the Plan.

ARTICLE 2. DEFINITIONS

     Whenever used in the Plan, the following  terms shall have the meanings set
forth below:

     2.1. "Article" means an Article of the Plan.

     2.2.  "Award" means  Options,  Restricted  Shares,  Bonus Shares,  Deferred
Shares, SARs, Performance Units or Performance Shares granted under the Plan.

     2.3.  "Award  Agreement"  means a  written  agreement  by which an Award is
evidenced.

     2.4.  "Beneficial Owner" has the meaning specified in Rule 13d-3 of the SEC
under the Exchange Act.

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     2.5. "Board" has the meaning set forth in Section 1.1.

     2.6. "Bonus Shares" means Shares that are awarded to a Grantee without cost
and without  restrictions in recognition of past performance (whether determined
by reference to another employee benefit plan of the Company or otherwise) or as
an incentive to become an employee of the Company or a Subsidiary.

     2.7. "Cause" means, unless otherwise defined in an Award Agreement,

          (a) a  Grantee's  conviction  of,  plea of guilty  to, or plea of nolo
     contendere to a felony or other crime that involves fraud or dishonesty,

          (b) any willful action or omission by a Grantee which would constitute
     grounds  for  immediate  dismissal  under the  employment  policies  of the
     Company or the  Subsidiary by which Grantee is employed,  including but not
     limited to intoxication with alcohol or illegal drugs while on the premises
     of the Company or any Subsidiary, or violation of sexual harassment laws or
     the internal sexual  harassment  policy of the Company or the Subsidiary by
     which Grantee is employed,

          (c) a Grantee's habitual neglect of duties,  including but not limited
     to repeated absences from work without reasonable excuse, or

          (d) a Grantee's  willful and  intentional  material  misconduct in the
     performance  of his duties  that  results  in  financial  detriment  to the
     Company or any Subsidiary;

provided,  however,  that for purposes of clauses (b), (c) and (d),  Cause shall
not include any one or more of the  following:  bad judgment,  negligence or any
act or  omission  believed  by the  Grantee in good faith to have been in or not
opposed to the interest of the Company  (without  intent of the Grantee to gain,
directly or indirectly, a profit to which the Grantee was not legally entitled).
A Grantee  who  agrees to resign  from his  affiliation  with the  Company  or a
Subsidiary  in lieu of being  terminated  for  Cause  may be deemed to have been
terminated for Cause for purposes of this Plan.

     2.8.  "Change  of  Control"  means,  unless  otherwise  defined in an Award
Agreement, any one or more of the following:

          (a) any Person other than (i) a Subsidiary,  (ii) any employee benefit
     plan (or any related  trust) of the Company or any of its  Subsidiaries  or
     (iii) any Excluded  Person,  becomes the Beneficial Owner of 35% or more of
     the common shares of the Company or of Voting  Securities  representing 35%
     or more of the  combined  voting  power of the  Company  (such a person  or
     group, a "35% Owner"), except that (i) no Change of Control shall be deemed
     to have  occurred  solely  by  reason  of such  beneficial  ownership  by a
     corporation  with respect to which both more than 60% of the common  shares
     of such corporation and Voting Securities representing more than 60% of the
     aggregate  voting  power of such  corporation  are then owned,  directly or
     indirectly,  by the persons  who were the direct or indirect  owners of the
     common shares and Voting Securities of the Company  immediately before such
     acquisition  in  substantially  the same  proportions  as their  ownership,
     immediately  before  such  acquisition,  of the  common  shares  and Voting

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     Securities  of the  Company,  as the case may be and (ii) such  corporation
     shall not be deemed a 35% Owner; or

          (b) the Incumbent  Directors  (determined  using the Effective Date as
     the baseline  date) cease for any reason to  constitute at least a majority
     of the directors of the Company then serving; or

          (c) the  consummation by the Company (whether  directly  involving the
     Company  or  indirectly   involving   the  Company   through  one  or  more
     intermediaries)  of a merger,  reorganization,  consolidation,  or  similar
     transaction,  or the sale or other  disposition of all or substantially all
     (at  least  40%) of the  consolidated  assets of the  Company  or a plan of
     liquidation  of  the  Company  (any  of  the  foregoing   transactions,   a
     "Reorganization   Transaction")  which  is  not  an  Exempt  Reorganization
     Transaction.

The  definition  of "Change of Control"  may be amended at any time prior to the
occurrence of a Change of Control,  and such amended definition shall be applied
to all Awards granted under the Plan whether or not outstanding at the time such
definition   is  amended,   without   requiring  the  consent  of  any  Grantee.
Notwithstanding  the occurrence of any of the foregoing events,  (a) a Change of
Control  shall be deemed not to have  occurred  with  respect to any  Section 16
Person if such  Section 16 Person is, by  agreement  (written or  otherwise),  a
participant on such Section 16 Person's own behalf in a transaction which causes
the Change of Control to occur and (b) a Change of Control  shall not occur with
respect to a Grantee if, in advance of such event, the Grantee agrees in writing
that such event shall not constitute a Change of Control.

     2.9.  "Change  of  Control  Period"  has the  meaning  set forth in Section
5.6(c).

     2.10.  "Change of Control  Value" means the Fair Market Value of a Share on
the date of a Change of Control.

     2.11.  "Code" means the Internal Revenue Code of 1986, as amended from time
to time,  and  regulations  and rulings  thereunder.  References to a particular
section of the Code include  references  to successor  provisions of the Code or
any successor statute.

     2.12. "Company" has the meaning set forth in Section 1.1.

     2.13.  "Deferred  Shares"  means  Shares that are awarded to a Grantee on a
deferred basis pursuant to Section 10.2

     2.14.  "Disabled"  or  "Disability"  means an  individual  (i) is unable to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12)  months or (ii) is, by reason of any  medically  determinable  physical  or
mental impairment which can be expected to result in death or can be expected to
last for a  continuous  period of not less than  twelve (12)  months,  receiving
income  replacement  benefits  for a period  of not less  than 3 months  under a
Company-sponsored  accident and health plan. Notwithstanding the foregoing, with
respect to an Incentive Stock Option,  "Disability"  means a permanent and total
disability,  within the meaning of Code Section  22(e)(3),  as

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determined by the Board in good faith,  upon receipt of medical  advice from one
or  more  individuals,  selected  by  the  Board,  who  are  qualified  to  give
professional medical advice.

     2.15. "Effective Date" has the meaning set forth in Section 1.1.

     2.16.  "Eligible Person" means any employee  (including any officer) of the
Company or any  Subsidiary,  including  any such  employee who is on an approved
leave of absence or has been subject to a disability which does not qualify as a
Disability and any Non-Employee Director.

     2.17. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
References  to a particular  section of the Exchange Act include  references  to
successor provisions.

     2.18.  "Excluded  Person"  means any Person who,  along with such  Person's
Affiliates  and  Associates  (as such  terms are  defined  in Rule  12b-2 of the
General Rules and Regulations under the Exchange Act) is the Beneficial Owner of
15% or more of the Shares outstanding as of the Effective Date.

     2.19.   "Exempt   Reorganization   Transaction"   means  a   Reorganization
Transaction  which (i)  results in the  Persons  who were the direct or indirect
owners of the  outstanding  common  shares and Voting  Securities of the Company
immediately before such Reorganization  Transaction becoming,  immediately after
the  consummation  of such  Reorganization  Transaction,  the direct or indirect
owners  of both  more  than 60% of the  then-outstanding  common  shares  of the
Surviving  Corporation and Voting  Securities  representing more than 60% of the
aggregate voting power of the Surviving  Corporation,  in substantially the same
respective  proportions  as such  Persons'  ownership  of the common  shares and
Voting  Securities  of  the  Company   immediately  before  such  Reorganization
Transaction, or (ii) after such transaction, more than 50% of the members of the
board of directors of the Surviving  Corporation were Incumbent Directors at the
time of the Board's approval of the agreement  providing for the  Reorganization
Transaction  or other action of the Board  approving the  transaction  (or whose
election or  nomination  was  approved by a vote of at least  two-thirds  of the
members who were members of the Board at that time).

     2.20. "Fair Market Value" means (A) with respect to any property other than
Shares,  the fair market value of such  property  determined  by such methods or
procedures as shall be established  from time to time by the Board, and (B) with
respect to Shares that are readily tradable on an established  securities market
(within the meaning of Treasury  Regulations  ss.  1.897-1(m)) the closing price
for a Share on the Grant Date and if there is no closing price on such date, the
closing  price for a Share on the last trading day before the Grant Date and (C)
with respect to Shares not readily tradable on an established securities market,
the value  determined by the reasonable  application  of a reasonable  valuation
method  applying those factors and principles set forth in Treasury  Regulations
1.409A-1(b)(5)(iv)(B).

     2.21. "Freestanding SAR" means any SAR that is granted independently of any
Option.

     2.22.  "Good  Reason"  means any action by the  Company  or the  Subsidiary
employing a Grantee which results in any of the following  without the Grantee's
consent:  (a) a material

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diminution or other material adverse change in the Grantee's position, authority
or duties,  (b) requiring the Grantee to be based at any office or location more
than 50 miles from the  location  where he or she was  previously  based;  (c) a
material diminution in the Grantee's compensation in the aggregate, other than a
diminution  applicable to all similarly situated employees.  A Grantee shall not
have Good Reason to  terminate  his or her position  unless,  (1) within 60 days
following  the event or  circumstance  set forth above in (a),  (b) or (c),  the
Grantee  notifies  the  Company of such event or  circumstance,  (2) the Grantee
gives the  Company 30 days to  correct  the event or  circumstance,  and (3) the
Company does not correct, in all material respects, such event or circumstance.

     2.23. "Grant Date" has the meaning set forth in Section 5.2.

     2.24. "Grantee" means an individual who has been granted an Award.

     2.25. "Including" or "includes" mean "including, without limitation," or
"includes, without limitation", respectively.

     2.26.  "Incumbent  Directors"  means,  as of any specified  baseline  date,
individuals  then  serving as members of the Board who were members of the Board
as of the date  immediately  preceding  such  baseline  date;  provided that any
subsequently-appointed  or  elected  member  of the  Board  whose  election,  or
nomination  for  election  by  shareholders  of the  Company  or  the  Surviving
Corporation,  as  applicable,  was  approved  by a vote or written  consent of a
majority of the directors  then  comprising the Incumbent  Directors  shall also
thereafter be considered an Incumbent Director, unless the initial assumption of
office of such subsequently-elected or appointed director was in connection with
(i) an actual or threatened election contest,  including a consent solicitation,
relating to the election or removal of one or more members of the Board,  (ii) a
"tender  offer" (as such term is used in Section 14(d) of the Exchange  Act), or
(iii) a proposed Reorganization Transaction.

     2.27.  "Initial  Awards"  means those Awards set forth on Schedule  2.27 to
this Plan.

     2.28. "Non-Employee Director" means a director of the Company who is not an
officer or  employee of the Company or any of its  affiliates.  A  "Non-Employee
Director" includes any director of the Company who serves as a consultant to the
Company or any of its affiliates.

     2.29.  "Option"  means an  option  granted  under  Article  6 of the  Plan,
including an incentive stock option.

     2.30. "Option Price" means the price at which a Share may be purchased by a
Grantee pursuant to an Option.

     2.31.  "Option  Term"  means the period  beginning  on the Grant Date of an
Option and ending on the  expiration  date of such  Option,  as specified in the
Award  Agreement for such Option and as may,  consistent  with the provisions of
the Plan,  be extended  from time to time by the Board  prior to the  expiration
date of such  Option  then  in  effect;  provided,  however,  that if the  Board
approves  any  extension  of an Award that  extends the Award's term or exercise
period  to a date  later  than the  later of the  15th  day of the  third  month
following the date at which,  or December 31 of the calendar year in which,  the
Award would otherwise have expired if the

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Award had not been  extended,  based on the  terms of the Award at the  original
Grant  Date,  then the Board  shall  also  amend  the Award to comply  with Code
section 409A.

     2.32. "Performance Period" has the meaning set forth in Section 9.2.

     2.33.  "Performance  Share" or "Performance Unit" has the meaning set forth
in Article 9.

     2.34. "Period of Restriction" means the period during which the transfer of
Restricted  Shares is  limited in some way  (based on the  passage of time,  the
achievement  of  performance  goals,  or upon the  occurrence of other events as
determined  by the  Board) or the Share are  subject  to a  substantial  risk of
forfeiture, as provided in Article 8.

     2.35.  "Person"  shall have the  meaning  ascribed  to such term in Section
3(a)(9)  of the  Exchange  Act and used in  Sections  13(d) and  14(d)  thereof,
including a "group" as defined in Section 13(d) thereof.

     2.36. "Plan" has the meaning set forth in Section 1.1.

     2.37. "Plan Committee" has the meaning set forth in Article 3.

     2.38.  "Reorganization  Transaction"  has the  meaning set forth in Section
2.8(c).

     2.39.  "Restricted  Shares"  means  Shares  that are  subject  to  transfer
restrictions and are subject to forfeiture if conditions  specified in the Award
Agreement applicable to such Shares are not satisfied.

     2.40.  "Rule  16b-3"  means  Rule  16b-3  promulgated  by the SEC under the
Exchange Act, together with any successor rule, as in effect from time to time.

     2.41. "SAR" means a stock  appreciation right and includes both Tandem SARs
and Freestanding SARs.

     2.42. "SAR Term" means the period  beginning on the Grant Date of a SAR and
ending on the expiration  date of such SAR, as specified in the Award  Agreement
for such SAR and as may, consistent with the provisions of the Plan, be extended
from time to time by the Board prior to the expiration  date of such SAR then in
effect.

     2.43. "SEC" means the United States Securities and Exchange Commission,  or
any successor thereto.

     2.44.  "Section" means, unless the context otherwise requires, a Section of
the Plan.

     2.45.  "Section  16 Person"  means a person  who is subject to  obligations
under  Section 16 of the  Exchange Act with  respect to  transactions  involving
equity securities of the Company.

     2.46. "Share" means a common share, $.001 par value, of the Company.

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     2.47.  "Subsidiary" means with respect to any Person (a) any corporation of
which  more  than 50% of the  Voting  Securities  are at the time,  directly  or
indirectly,  owned by such Person,  and (b) any partnership or limited liability
company in which such Person has a direct or indirect  interest  (whether in the
form of voting power or  participation  in profits or capital  contribution)  of
more than 50%. Solely with respect to a grant of an incentive stock option under
the  requirements of Section 422 of the Code,  "Subsidiary"  means a "subsidiary
corporation" as defined in Section 424(f) of the Code.

     2.48. "Substitute Option" has the meaning set forth in Section 6.3.

     2.49.  "Surviving  Corporation"  means  the  corporation  resulting  from a
Reorganization Transaction or, if Voting Securities representing at least 50% of
the  aggregate  voting  power of such  resulting  corporation  are  directly  or
indirectly owned by another corporation, such other corporation.

     2.50.  "Tandem  SAR"  means a SAR that is granted in  connection  with,  or
related to, an Option, and which requires forfeiture of the right to purchase an
equal number of Shares  under the related  Option upon the exercise of such SAR;
or  alternatively,  which requires the  cancellation  of an equal amount of SARs
upon the purchase of the Shares subject to the Option.

     2.51. "Tax Withholding" has the meaning set forth in Section 14.1(a).

     2.52.  "Termination  of  Affiliation"  occurs  on the first day on which an
individual is for any reason (a) no longer providing  services to the Company or
any Subsidiary in the capacity of an employee, (b) with respect to an individual
who is an  employee  of a  Subsidiary,  the first day on which  such  Subsidiary
ceases to be a Subsidiary,  or (c) with respect to a Non-Employee  Director,  no
longer serving as a director of the Company.  A Termination of Affiliation shall
have  the same  meaning  as a  "separation  from  service"  under  Code  Section
409A(2)(A)(i) and the regulations issued thereunder.

     2.53.  "Voting  Securities"  of a  corporation  means  securities  of  such
corporation  that are entitled to vote  generally in the election of  directors,
but not including any other class of  securities  of such  corporation  that may
have voting power by reason of the occurrence of a contingency.

ARTICLE 3. ADMINISTRATION

     3.1.  Board and  Committee.  Subject to Article 13, and to Section 3.2, the
Plan shall be  administered  by the Board, or a committee of the Board appointed
by the Board to administer the Plan ("Plan Committee").  To the extent the Board
considers it  desirable  for  transactions  relating to Awards to be eligible to
qualify for an exemption  under Rule 16b-3,  the Plan Committee shall consist of
two or more  directors  of the  Company,  all of whom  qualify as  "non-employee
directors within the meaning of Rule 16b-3. To the extent the Board considers it
desirable  for  compensation  delivered  pursuant  to Awards to be  eligible  to
qualify for an exemption  from the limit on tax  deductibility  of  compensation
under Section  162(m) of the Code,  the Plan  Committee  shall consist of two or
more directors of the Company,  all of whom shall qualify as "outside directors"
within the  meaning of Code  Section  162(m).  The number of members of the Plan
Committee  shall  from  time to time be  increased  or  decreased,  and shall be
subject to such

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conditions,  including,  but not limited to having  exclusive  authority to make
certain  grants of Awards or to  perform  such other  acts,  in each case as the
Board deems appropriate to permit transactions in Shares pursuant to the Plan to
satisfy such conditions of Rule 16b-3 or Code Section 162(m) as then in effect.

     Any  references  herein to  "Board"  are,  except as the  context  requires
otherwise, references to the Board or the Plan Committee, as applicable.

     3.2.  Powers of the Board.  Subject to the express  provisions of the Plan,
the Board has full and final authority and sole discretion as follows:

          (a)  taking  into  consideration  the  reasonable  recommendations  of
     management, to determine when, to whom and in what types and amounts Awards
     should be granted and the terms and  conditions  applicable  to each Award,
     including the Option Price,  the Option Term, the benefit payable under any
     SAR,  Performance  Unit or  Performance  Share and whether or not  specific
     Awards shall be granted in connection with other specific Awards, and if so
     whether they shall be exercisable  cumulatively  with, or alternatively to,
     such other specific Awards;

          (b) to  determine  the amount,  if any,  that a Grantee  shall pay for
     Restricted  Shares,  whether  and on what  terms to permit or  require  the
     payment of cash dividends  thereon to be deferred,  when Restricted  Shares
     (including Restricted Shares acquired upon the exercise of an Option) shall
     be forfeited and whether such shares shall be held in escrow;

          (c) to construe and interpret the Plan and to make all  determinations
     necessary or advisable for the administration of the Plan;

          (d) to make, amend, and rescind rules relating to the Plan,  including
     rules with respect to the  exercisability and  nonforfeitability  of Awards
     upon the Termination of Affiliation of a Grantee;

          (e) to  determine  the terms and  conditions  of all Award  Agreements
     (which need not be  identical)  and,  with the consent of the  Grantee,  to
     amend any such Award Agreement at any time,  among other things,  to permit
     transfers of such Awards to the extent permitted by the Plan; provided that
     the consent of the Grantee  shall not be required for any  amendment  which
     (A)  does  not  adversely  affect  the  rights  of the  Grantee,  or (B) is
     necessary  or  advisable  (as  determined  by the  Board)  to carry out the
     purpose  of the  Award  as a  result  of  any  new or  change  in  existing
     applicable law;

          (f) to cancel, with the consent of the Grantee, outstanding Awards and
     to grant new Awards in substitution therefor;

          (g) to accelerate the exercisability  (including exercisability within
     a period  of less  than  six  months  after  the  Grant  Date)  of,  and to
     accelerate or waive any or all of the terms and  conditions  applicable to,
     any Award or any group of Awards for any reason and at any time,  including
     in connection with a Termination of Affiliation;

                                      -8-
<PAGE>

          (h) subject to Section  5.3, to extend the time during which any Award
     or group of Awards may be exercised;

          (i) to  delegate  to any  member  of the Board or  committee  of Board
     members such of its powers as it deems appropriate,  including the power to
     subdelegate,  except  that only a member of the Board of  Directors  of the
     Company  (or a  committee  thereof)  may grant  Awards from time to time to
     specified  categories  of  Eligible  Persons in amounts  and on terms to be
     specified  by the Board;  provided  that no such grants shall be made other
     than by the Board of  Directors  of the  Company or the Plan  Committee  to
     individuals  who are then  Section  16  Persons  or other  than by the Plan
     Committee  to  individuals  who are then or are  deemed  likely to become a
     "covered employee" within the meaning of Code Section 162(m);

          (j) to delegate to officers,  employees or independent  contractors of
     the Company matters  involving the routine  administration  of the Plan and
     which are not specifically  required by any provision of this Plan of to be
     performed by the Board of Directors of the Company;

          (k) to delegate  its duties and  responsibilities  under the Plan with
     respect to foreign Subsidiary plans, except its duties and responsibilities
     with  respect  to Section 16  Persons,  and (A) the acts of such  delegates
     shall be  treated  hereunder  as acts of the Board  and (B) such  delegates
     shall   report  to  the  Board   regarding   the   delegated   duties   and
     responsibilities;

          (l) to impose such  additional  terms and  conditions  upon the grant,
     exercise or  retention of Awards as the Board may,  before or  concurrently
     with the grant thereof, deem appropriate, including limiting the percentage
     of Awards which may from time to time be exercised by a Grantee; and

          (m) to take any other action with  respect to any matters  relating to
     the Plan for which it is responsible.

     All  determinations  on any  matter  relating  to  the  Plan  or any  Award
Agreement may be made in the sole and absolute  discretion of the Board, and all
such  determinations of the Board shall be final,  conclusive and binding on all
Persons.  No member of the Board shall be liable for any action or determination
made with respect to the Plan or any Award.

ARTICLE 4. SHARES SUBJECT TO THE PLAN

     4.1. Number of Shares Available.

          (a) Plan Limit.  Subject to adjustment as provided in Section 4.2, the
     number of Shares hereby  reserved for delivery  under the Plan is 2,200,000
     Shares.  If any Shares subject to an Award granted  hereunder are forfeited
     or an Award or any  portion  thereof  otherwise  terminates  or is  settled
     without  the  issuance  of Shares,  or in the case of SARs and  Performance
     Units,  without the payment of cash, the Shares  subject to such Award,  to
     the extent of any such forfeiture,  termination or settlement,  shall again
     be  available  for

                                      -9-
<PAGE>

     grant  under the  Plan.  The  Board  may from  time to time  determine  the
     appropriate  methodology  for  calculating  the  number  of  Shares  issued
     pursuant to the Plan.

          (b)  Individual  Limit.  No  Grantee  may be  granted  Options,  SARs,
     Restricted  Shares,  Bonus Shares or Deferred Shares,  Performance Units or
     Performance Shares in Shares, or in any combination thereof, relating to an
     aggregate  number of Shares under the Plan that exceeds  500,000  shares in
     any 5-year period. If a previously granted Option,  SAR,  Performance Unit,
     or Performance  Share is forfeited,  canceled or repriced,  such forfeited,
     canceled or repriced Option, SAR, Performance Unit, or Performance Share as
     the case may be, shall continue to be counted against the maximum number of
     Shares, SARs, Performance Units or Performance Shares that may be delivered
     to any Grantee over the life of the Plan.

     4.2.  Adjustments  in  Authorized  Shares.  In the  event  that  the  Board
determines that any dividend or other distribution (whether in the form of cash,
Shares,  other securities,  or other property),  recapitalization,  share split,
reverse  share  split,  subdivision,  consolidation  or  reduction  of  capital,
reorganization, merger, scheme of arrangement, split-up, spin-off or combination
involving  the Company or  repurchase  or exchange of Shares or other  rights to
purchase Shares or other securities of the Company,  or other similar  corporate
transaction  or event affects the Shares such that any  adjustment is determined
by the Board to be  appropriate  in order to prevent  dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Board shall, in such manner as it may deem equitable, adjust any or all
of (i) the number and type of Shares (or other  securities  or  property  of the
Company or any Person that is a party to a  Reorganization  Transaction with the
Company)  with respect to which Awards may be granted,  (ii) the number and type
of Shares (or other  securities or property of the Company or any Person that is
a party to a Reorganization Transaction with the Company) subject to outstanding
Awards,  and (iii) the grant or exercise  price with respect to any Award or, if
deemed  appropriate,  make  provision  for a cash  payment  to the  holder of an
outstanding Award or the substitution of other property for Shares subject to an
outstanding  Award;  provided,  that the  number of Shares  subject to any Award
denominated  in  Shares  shall  always  be a whole  number.  In the  case of any
substitution or adjustment  affecting an Option (including a "nonqualified stock
option") such  substitution or adjustments  shall be made in a manner that is in
accordance  with the  substitution  and  assumption  rules set forth in Treasury
Regulations 1.424.1 and the applicable guidance relating to Code section 409A.

     4.3.  Available  Shares.  Shares delivered in connection with Awards may be
newly issued  Shares,  Shares  purchased  by the Company on the open market,  or
Shares issued from treasury.

ARTICLE 5. ELIGIBILITY AND GENERAL CONDITIONS OF AWARDS

     5.1.  Eligibility.  The  Board may grant  Awards  to any  Eligible  Person,
whether or not he or she has previously  received an Award;  provided,  however,
that an Eligible  Person who is a  Non-Employee  Director may only be granted an
Award that is an Option (excluding an incentive stock option, Restricted Shares,
Bonus Shares or Deferred Shares.

                                      -10-
<PAGE>

     5.2.  Grant Date. The Grant Date of an Award shall be the date on which the
Board  grants the Award or such later date as  specified by the Board (i) in the
Board's  resolutions or minutes addressing the Award grants or (ii) in the Award
Agreement.

     5.3.  Maximum Term.  Subject to the following  proviso,  the Option Term or
other period during which an Award may be outstanding shall not extend more than
10 years after the Grant Date,  and shall be subject to earlier  termination  as
herein specified.  After an Award has been granted, the maximum term may only be
extended in a manner which complies with Code Section 409A.

     5.4.  Award  Agreement.  To the extent not set forth in the Plan, the terms
and  conditions  of each Award (which need not be the same for each grant or for
each Grantee) shall be set forth in an Award Agreement.

     5.5.  Restrictions on Share  Transferability.  The Board may include in the
Award  Agreement  such  restrictions  on any  Shares  acquired  pursuant  to the
exercise or vesting of an Award as it may deem advisable, including restrictions
under applicable federal securities laws.

     5.6.  Termination of Affiliation.  Except as otherwise provided in an Award
Agreement  (including  an Award  Agreement  as amended by the Board  pursuant to
Section 3.2), and subject to the provisions of Section 13.1, the extent to which
the Grantee  shall have the right to  exercise,  vest in, or receive  payment in
respect of an Award following  Termination of Affiliation shall be determined in
accordance with the following provisions of this Section 5.6.

          (a) For Cause.  If a Grantee  has a  Termination  of  Affiliation  for
     Cause:

               (i) the Grantee's  Restricted Shares and Deferred Shares that are
          forfeitable  immediately  before such Termination of Affiliation shall
          automatically  be  forfeited  on such  date,  subject  in the  case of
          Restricted Shares to the provisions of Section 8.4 regarding repayment
          of certain amounts to the Grantee;

               (ii) the Grantee's  Deferred Shares that were vested  immediately
          before such  Termination of  Affiliation  shall promptly be settled by
          delivery to such Grantee of a number of  unrestricted  Shares equal to
          the aggregate number of such vested Deferred Shares, and

               (iii) any unexercised Option or SAR, and any Performance Share or
          Performance Unit with respect to which the Performance  Period has not
          ended  immediately  before  such  Termination  of  Affiliation,  shall
          terminate effective immediately upon such Termination of Affiliation.

          (b) On Account of Death or Disability.  If a Grantee has a Termination
     of Affiliation on account of death or Disability:

               (i)  the  Grantee's   Restricted  Shares  that  were  forfeitable
          immediately  before such  Termination of Affiliation  shall  thereupon
          become nonforfeitable;

                                      -11-
<PAGE>

               (ii)  the  Grantee's   Deferred  Shares  that  were   forfeitable
          immediately  before such  Termination of Affiliation  shall  thereupon
          become nonforfeitable and the Company shall, unless otherwise provided
          in an Award Agreement, promptly settle all Deferred Shares, whether or
          not  forfeitable,  by delivery to the  Grantee  (or,  after his or her
          death, to his or her personal representative or beneficiary designated
          in  accordance  with  Article 11) of a number of  unrestricted  Shares
          equal to the aggregate number of the Grantee's Deferred Shares;

               (iii) any unexercised  Option or SAR,  whether or not exercisable
          immediately  before such  Termination of  Affiliation,  shall be fully
          exercisable and may be exercised,  in whole or in part, at any time up
          to one year after such Termination of Affiliation (but only during the
          Option Term or SAR Term, respectively) by the Grantee or, after his or
          her death, by (A) his or her personal  representative or the person to
          whom the Option or SAR, as  applicable,  is transferred by will or the
          applicable  laws of descent  and  distribution,  or (B) the  Grantee's
          beneficiary designated in accordance with Article 11; and

               (iv) the benefit payable with respect to any Performance Share or
          Performance Unit with respect to which the Performance  Period has not
          ended immediately before such Termination of Affiliation on account of
          death or  Disability  shall be equal to the product of the Fair Market
          Value of a Share as of the date of such  Termination of Affiliation or
          the value of the  Performance  Unit  specified in the Award  Agreement
          (determined  as of the date of such  Termination of  Affiliation),  as
          applicable, multiplied successively by each of the following:

                    (A) a  fraction,  the  numerator  of which is the  number of
               months  (including as a whole month any partial  month) that have
               elapsed since the beginning of such Performance  Period until the
               date of such  Termination of Affiliation  and the  denominator of
               which is the  number of months  (including  as a whole  month any
               partial month) in the Performance Period; and

                    (B) a percentage determined by the Plan Committee that would
               be  earned  under  the terms of the  applicable  Award  Agreement
               assuming that the rate at which the  performance  goals have been
               achieved as of the date of such Termination of Affiliation  would
               continue  until  the end of the  Performance  Period,  or, if the
               Board  elects  to  compute  the  benefit  after  the  end  of the
               Performance Period, the Performance percentage,  as determined by
               the Board, attained during the Performance Period.

          (c)  Change of  Control  Period.  If a Grantee  has a  Termination  of
     Affiliation during the period ("Change of Control Period")  commencing on a
     Change of  Control  and  ending on the first  anniversary  of the Change of
     Control,  which Termination of Affiliation is initiated by the Company or a
     Subsidiary  other than for Cause,  or  initiated  by the  Grantee  for Good
     Reason, then

                                      -12-
<PAGE>

               (i) the Grantee's  Restricted  Shares that were forfeitable shall
          thereupon become nonforfeitable;

               (ii) the Grantee's  Deferred Shares that were  forfeitable  shall
          thereupon  become  nonforfeitable  and the Company  shall  immediately
          settle all Deferred Shares, whether or not previously forfeitable,  by
          delivery to such Grantee of a number of  unrestricted  Shares equal to
          the aggregate number of the Grantee's Deferred Shares;

               (iii) any unexercised  Option or SAR,  whether or not exercisable
          on the date of such  Termination of  Affiliation,  shall  thereupon be
          fully exercisable and may be exercised, in whole or in part for ninety
          (90) days following such  Termination of Affiliation  (but only during
          the Option Term or SAR Term, respectively); and

               (iv) the  Company  shall  immediately  pay to the  Grantee,  with
          respect to any Performance  Share or Performance  Unit with respect to
          which  the  Performance  Period  has not  ended as of the date of such
          Termination of Affiliation, a cash payment equal to the product of (A)
          in the case of a Performance Share, the Change of Control Value or (B)
          in the case of a Performance  Unit, the value of the Performance  Unit
          specified  in  the  Award   Agreement,   as   applicable,   multiplied
          successively by each of the following:

                    (A) a  fraction,  the  numerator  of which is the  number of
               whole and partial months that have elapsed  between the beginning
               of such  Performance  Period and the date of such  Termination of
               Affiliation  and the  denominator of which is the number of whole
               and partial months in the Performance Period; and

                    (B) a  percentage  equal  to a  greater  of (x)  the  target
               percentage,  if any,  specified in the applicable Award Agreement
               or (y) the maximum percentage, if any, that would be earned under
               the terms of the  applicable  Award  Agreement  assuming that the
               rate at which the performance  goals have been achieved as of the
               date of such Termination of Affiliation  would continue until the
               end of the Performance Period.

          (d) Any Other Reason.  If a Grantee has a Termination  of  Affiliation
     for any reason other than for Cause,  death or  Disability,  and other than
     under the circumstances described in Section 5.6(c), then:

               (i) the Grantee's  Restricted  Shares and Deferred Shares, to the
          extent forfeitable immediately before such Termination of Affiliation,
          shall  thereupon  automatically  be forfeited,  subject in the case of
          Restricted Shares to the provisions of Section 8.4 regarding repayment
          of certain amounts to the Grantee;

               (ii) the  Grantee's  Deferred  Shares  that were not  forfeitable
          immediately  before such Termination of Affiliation  shall promptly be
          settled by

                                      -13-
<PAGE>

          delivery to the Grantee of a number of  unrestricted  Shares  equal to
          the aggregate number of the Grantee's vested Deferred Shares;

               (iii) any  unexercised  Option or SAR, to the extent  exercisable
          immediately  before such  Termination  of  Affiliation,  shall  remain
          exercisable  in whole or in part  for  ninety  (90)  days  after  such
          Termination  of  Affiliation  (but only  during the Option Term or SAR
          Term,  respectively) by the Grantee or, after his or her death, by (A)
          his or her personal representative or the person to whom the Option or
          SAR, as applicable,  is transferred by will or the applicable  laws of
          descent and distribution,  or (B) the Grantee's beneficiary designated
          in accordance with Article 11; and

               (iv) any Performance  Shares or Performance Units with respect to
          which  the  Performance  Period  has not  ended as of the date of such
          Termination  of  Affiliation  shall  terminate  immediately  upon such
          Termination of Affiliation.

     5.7. Nontransferability of Awards.
          ----------------------------

          (a) Except as provided in Section 5.7(c) below,  each Award,  and each
     right under any Award,  shall be exercisable only by the Grantee during the
     Grantee's  lifetime,  or,  if  permissible  under  applicable  law,  by the
     Grantee's guardian or legal representative.

          (b) Except as provided in Section 5.7(c) below, no Award (prior to the
     time, if  applicable,  Shares are issued in respect of such Award),  and no
     right under any Award, may be assigned,  alienated, pledged, attached, sold
     or otherwise  transferred or encumbered by a Grantee otherwise than by will
     or by  the  laws  of  descent  and  distribution  and  any  such  purported
     assignment,  alienation,  pledge, attachment, sale, transfer or encumbrance
     shall be void and  unenforceable  against  the  Company or any  Subsidiary;
     provided,  that the  designation  of a beneficiary  shall not constitute an
     assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

          (c) To the  extent  and in the  manner  permitted  by the  Board,  and
     subject to such terms and  conditions as may be prescribed by the Board,  a
     Grantee  may  transfer  an  Award to (a) a  child,  stepchild,  grandchild,
     parent,  stepparent,  grandparent,  spouse, former spouse,  sibling, niece,
     nephew,   mother-in-law,    father-in-law,   son-in-law,   daughter-in-law,
     brother-in-law,  or  sister-in-law  of  the  Grantee,  (including  adoptive
     relationships),  (b) any person sharing the Grantee's household (other than
     a tenant or employee), (c) a trust in which persons described in (a) or (b)
     have more than 50% of the  beneficial  interest,  (d) a foundation in which
     persons  described  in (a) or (b) or the  Grantee  own more than 50% of the
     voting  interests;  provided such transfer is not for value.  The following
     shall  not be  considered  transfers  for  value:  (i) a  transfer  under a
     domestic relations order in settlement of marital property rights; and (ii)
     a transfer to an entity in which more than 50% of the voting  interests are
     owned by persons described in (a) or (b) above or the Grantee,  in exchange
     for an interest in that entity.

                                      -14-
<PAGE>

ARTICLE 6. STOCK OPTIONS

     6.1.  Grant of Options.  Subject to the terms and  provisions  of the Plan,
Options  may be granted to any  Eligible  Person in such  number,  and upon such
terms,  and at any  time and from  time to time as  shall be  determined  by the
Board. Without limiting the generality of the foregoing,  the Board may grant to
any  Eligible  Person,  or permit any  Eligible  Person to elect to receive,  an
Option in lieu of or in substitution for any other compensation (whether payable
currently  or on a  deferred  basis,  and  whether  payable  under  this Plan or
otherwise)  which such  Eligible  Person  may be  eligible  to receive  from the
Company or a  Subsidiary,  which Option may have a value (as  determined  by the
Board under Black-Scholes or any other option valuation method) that is equal to
or greater than the amount of such other compensation.

     6.2.  Award  Agreement.  Each Option  grant shall be  evidenced by an Award
Agreement  that shall specify the Option Price,  the Option Term,  the number of
shares to which the  Option  pertains,  the time or times at which  such  Option
shall be exercisable and such other provisions as the Board shall determine.

     6.3.  Option Price.  The Option Price of an Option under this Plan shall be
determined by the Board, and shall be no less than 100% of the Fair Market Value
of a Share on the Grant Date;  provided,  however,  that any Option ("Substitute
Option")  that is (x) granted to a Grantee in  connection  with the  acquisition
("Acquisition"),  however  effected,  by the Company of another  corporation  or
entity ("Acquired Entity") or the assets thereof,  (y) associated with an option
to purchase  shares of stock or other equity  interest of the Acquired Entity or
an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately
prior to such  Acquisition,  and (z)  intended to  preserve  for the Grantee the
economic  value of all or a portion of such  Acquired  Entity  Option,  shall be
granted such that such option  substitution  is completed in conformity with the
rules set forth in Section 424(a) of the Code.

     6.4. Grant of Incentive Stock Options.
          --------------------------------

          (a) At the time of the grant of any Option to an  Eligible  Person who
     is an employee of the Company or a Subsidiary, the Board may designate that
     such option shall be made subject to additional  restrictions  to permit it
     to qualify as an "incentive stock option" under the requirements of Section
     422 of the Code. Any option  designated as an incentive  stock option:

               (i) shall not be granted to a person who owns  shares  (including
          shares treated as owned under Section  424(d) of the Code)  possessing
          more than 10% of the total  combined  voting  power of all  classes of
          shares of the Company;

               (ii) shall be for a term of not more than 10 years from the Grant
          Date, and shall be subject to earlier  termination as provided  herein
          or in the applicable Award Agreement;

               (iii) shall not have an aggregate  Fair Market Value  (determined
          for each  incentive  stock  option at its Grant  Date) of Shares  with
          respect to which incentive stock options are exercisable for the first
          time by such Grantee  during any calendar year (under the Plan and any
          other  employee  stock  option plan of the

                                      -15-
<PAGE>

          Grantee's  employer  or  any  parent  or  Subsidiary  thereof  ("Other
          Plans")),  determined in accordance with the provisions of Section 422
          of the Code, which exceeds $100,000 (the "$100,000 Limit");

               (iv)  shall,  if the  aggregate  Fair  Market  Value  of a  Share
          (determined  on the Grant  Date) with  respect to the  portion of such
          grant which is exercisable for the first time during any calendar year
          ("Current Grant") and all incentive stock options  previously  granted
          under the Plan and any Other Plans which are exercisable for the first
          time during a calendar year ("Prior Grants") would exceed the $100,000
          Limit, be exercisable as follows:

                    (A) the portion of the Current Grant which would, when added
               to any Prior Grants,  be exercisable with respect to Shares which
               would have an aggregate  Fair Market Value  (determined as of the
               respective Grant Date for such options) in excess of the $100,000
               Limit shall,  notwithstanding  the terms of the Current Grant, be
               exercisable  for the  first  time  by the  Grantee  in the  first
               subsequent   calendar   year  or  years  in  which  it  could  be
               exercisable  for the first time by the Grantee  when added to all
               Prior Grants without exceeding the $100,000 Limit; and

                    (B) if,  viewed  as of the date of the  Current  Grant,  any
               portion  of a  Current  Grant  could not be  exercised  under the
               preceding  provisions of this Subsection (iv) during any calendar
               year  commencing  with  the  calendar  year in  which it is first
               exercisable through and including the last calendar year in which
               it may by its terms be  exercised,  such  portion of the  Current
               Grant  shall  not be an  incentive  stock  option,  but  shall be
               exercisable  as a  separate  Option  at such date or dates as are
               provided in the Current Grant;

               (v) shall be granted within 10 years from the earlier of the date
          the  Plan  is  adopted  or  the  date  the  Plan  is  approved  by the
          shareholders of the Company;

               (vi)  shall  require  the  Grantee  to  notify  the  Board of any
          disposition  of any Shares  issued  pursuant  to the  exercise  of the
          incentive  stock option under the  circumstances  described in Section
          421(b) of the Code (relating to certain  disqualifying  dispositions),
          within 10 days of such disposition; and

               (vii) shall by its terms not be assignable or transferable  other
          than by  will  or the  laws of  descent  and  distribution  and may be
          exercised,  during  the  Grantee's  lifetime,  only  by  the  Grantee;
          provided, however, that the Grantee may, to the extent provided in the
          Plan in any  manner  specified  by the Board,  designate  in writing a
          beneficiary  to  exercise  such  incentive   stock  option  after  the
          Grantee's death.

                                      -16-
<PAGE>

Notwithstanding  the  foregoing,  the Board  may,  without  the  consent  of the
Grantee,  at any time  before  the  exercise  of an  option  (whether  or not an
incentive stock option),  take any action  necessary to prevent such option from
being treated as an incentive stock option.

     6.5.  Exercise of Options.  Options shall be exercised by the delivery of a
written  notice of exercise to the Company or its  designee,  setting  forth the
number  of  Shares  with  respect  to  which  the  Option  is to  be  exercised,
accompanied by full payment for the Shares made by cash,  personal check or wire
transfer  or,  subject  to the  approval  of the Board  pursuant  to  procedures
approved by the Board,

          (a) through the sale of the Shares  acquired on exercise of the Option
     through a  broker-dealer  to whom the Grantee has submitted an  irrevocable
     notice of exercise and irrevocable  instructions to deliver promptly to the
     Company  the  amount of sale or loan  proceeds  sufficient  to pay for such
     Shares,  together with, if requested by the Company, the amount of federal,
     state,  local or foreign  withholding taxes payable by Grantee by reason of
     such exercise,

          (b) through  simultaneous  sale through a broker of Shares acquired on
     exercise, as permitted under Regulation T of the Federal Reserve Board, or

          (c) by delivery to the Company of certificates representing the number
     of Shares then owned by the Grantee,  the Fair Market Value of which equals
     the purchase  price of the Shares  purchased in connection  with the Option
     exercise,  properly endorsed for transfer to the Company; provided however,
     that  Shares used for this  purpose  must have been held by the Grantee for
     such minimum period of time as may be established  from time to time by the
     Board;  and  provided  further  that the Fair  Market  Value of any  Shares
     delivered  in payment of the  purchase  price upon  exercise of the Options
     shall be the Fair Market Value as of the exercise date,  which shall be the
     date of delivery of the  certificates  for the Stock used as payment of the
     exercise price.  For purposes of this Section  6.5(c),  in lieu of actually
     surrendering to the Company the stock certificates  representing the number
     of Shares  then  owned by the  Grantee,  the Board may,  in its  discretion
     permit the Grantee to submit to the Company a statement affirming ownership
     by the  Grantee of such  number of Shares  and  request  that such  Shares,
     although not actually  surrendered,  be deemed to have been  surrendered by
     the Grantee as payment of the exercise price.

ARTICLE 7. STOCK APPRECIATION RIGHTS

     7.1. Grant of SARs.  Subject to the terms and conditions of this Plan, SARs
may be granted to any Eligible Person at any time and from time to time as shall
be  determined  by the  Board  in its  sole  discretion.  The  Board  may  grant
Freestanding SARs or Tandem SARs, or any combination thereof.

          (a) Number of Shares.  The Board  shall have  complete  discretion  to
     determine  the  number  of SARs  granted  to any  Grantee,  subject  to the
     limitations imposed in this Plan and by applicable law.

                                      -17-
<PAGE>

          (b) Exercise Price and Other Terms.  All SARs shall be granted with an
     exercise price no less than the Fair Market Value of the underlying  Shares
     of Stock on the SARs' Grant Date.  The Board,  subject to the provisions of
     this Plan,  shall  have  complete  discretion  to  determine  the terms and
     conditions of SARs granted under this Plan. The exercise price per Share of
     Tandem SARs shall equal the exercise price per Share of the related Option.

     7.2.  SAR  Award  Agreement.  Each SAR  granted  under  the  Plan  shall be
evidenced  by a written SAR Award  Agreement  which shall be entered into by the
Company and the  Grantee to whom the SAR is granted and which shall  specify the
exercise price per share,  the SAR Term,  the  conditions of exercise,  and such
other terms and conditions as the Board in its sole discretion shall determine.

     7.3. Exercise of SARs. SARs shall be exercised by the delivery of a written
notice of exercise to the Company or its  designee,  setting forth the number of
Shares over which the SAR is to be  exercised.  Tandem SARs (a) may be exercised
with respect to all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option;
(b) may be  exercised  only with  respect to the  Shares  for which its  related
Option is then  exercisable;  and (c) may be exercised only when the Fair Market
Value of the  Shares  subject  to the Option  exceeds  the  Option  Price of the
Option.  The value of the payment  with respect to the Tandem SAR may be no more
than 100% of the difference  between the Option Price of the  underlying  Option
and the Fair Market Value of the Shares subject to the underlying  Option at the
time the Tandem SAR is exercised.

     7.4.  Expiration of SARs. A SAR granted under this Plan shall expire on the
date set forth in the SAR Award Agreement, which date shall be determined by the
Board in its sole discretion.  Unless otherwise specifically provided for in the
SAR Award  agreement,  a Tandem SAR granted under this Plan shall be exercisable
at such  time or  times  and  only to the  extent  that the  related  Option  is
exercisable.  The Tandem SAR shall  terminate and no longer be exercisable  upon
the  termination  or exercise of the  related  Options,  except that Tandem SARs
granted with respect to less than the full number of shares covered by a related
Option  shall not be reduced  until the exercise or  termination  of the related
Option exceeds the number of Shares not covered by the SARs.

     7.5.  Payment of SAR Amount.  Upon  exercise  of a SAR, a Grantee  shall be
entitled  to  receive  payment  from the  Company  in an  amount  determined  by
multiplying (i) the positive difference between the Fair Market Value of a Share
on the date of exercise over the exercise  price per Share by (ii) the number of
Shares  with  respect  to which the SAR is  exercised.  The  payment  upon a SAR
exercise shall, at the  Committee's  discretion,  be paid (i) in whole Shares of
equivalent  value,  (ii) in cash, or (iii) some combination  thereof.  Any value
attributable to a fractional Share shall be paid in cash.

ARTICLE 8. RESTRICTED SHARES

     8.1. Grant of Restricted Shares. Subject to the terms and provisions of the
Plan, the Board, at any time and from time to time, may grant Restricted  Shares
to any Eligible Person in such amounts as the Board shall determine.

                                      -18-
<PAGE>

     8.2. Award Agreement. Each grant of Restricted Shares shall be evidenced by
an Award Agreement, which shall specify the Period(s) of Restriction, the number
of  Restricted  Shares  granted,  and such other  provisions  as the Board shall
determine.  The  Board  may  impose  such  conditions  or  restrictions  on  any
Restricted Shares as it may deem advisable,  including  restrictions  based upon
the  achievement  of  specific  performance  goals  (Company-wide,   divisional,
Subsidiary or  individual),  time-based  restrictions on vesting or restrictions
under applicable securities laws.

     8.3.  Consideration.  The Board shall determine the amount,  if any, that a
Grantee shall pay for Restricted  Shares.  Such payment shall be made in full by
the Grantee  before the delivery of the shares and in any event no later than 10
business days after the Grant Date for such shares.

     8.4. Effect of Forfeiture.  If Restricted Shares are forfeited,  and if the
Grantee was required to pay for such shares or acquired such  Restricted  Shares
upon the exercise of an Option,  the Grantee shall be deemed to have resold such
Restricted  Shares  to the  Company  at a price  equal to the  lesser of (x) the
amount paid by the Grantee for such  Restricted  Shares,  or (y) the Fair Market
Value of a Share on the date of such  forfeiture.  The Company  shall pay to the
Grantee  the  required  amount as soon as is  administratively  practical.  Such
Restricted  Shares shall cease to be outstanding,  and shall no longer confer on
the Grantee  thereof any rights as a shareholder of the Company,  from and after
the date of the event causing the forfeiture, whether or not the Grantee accepts
the Company's tender of payment for such Restricted Shares.

     8.5. Escrow;  Legends.  The Board may provide that the certificates for any
Restricted  Shares (x) shall be held  (together  with a stock power  executed in
blank by the  Grantee)  in escrow by the  Secretary  of the  Company  until such
Restricted  Shares become  nonforfeitable  or are forfeited or (y) shall bear an
appropriate  legend  restricting the transfer of such Restricted  Shares. If any
Restricted Shares become  nonforfeitable,  the Company shall cause  certificates
for such shares to be issued without such legend.

ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES

     9.1.  Grant of Performance  Units and  Performance  Shares.  Subject to the
terms of the Plan, Performance Units or Performance Shares may be granted to any
Eligible  Person in such  amounts and upon such terms,  and at any time and from
time to time, as the Board shall determine.  Each grant of Performance  Units or
Performance  Shares shall be evidenced by an Award Agreement which shall specify
the terms and  conditions  applicable to the  Performance  Units or  Performance
Shares, as the Board determines.

     9.2.  Value/Performance  Goals. Each Performance Unit shall have an initial
value that is  established  by the Board at the time of grant,  that is equal to
the  Fair  Market  Value of a Share on the  Grant  Date.  The  Board  shall  set
performance  goals which,  depending  on the extent to which they are met,  will
determine the number or value of Performance  Units or  Performance  Shares that
will be paid to the  Grantee.  For  purposes of this  Article 9, the time period
during which the  performance  goals must be met shall be called a  "Performance
Period." The Board shall have complete  discretion to establish the  performance
goals.  Without  limitation,  the  performance  goals may provide for a targeted
level or levels of achievement using one or more of the following measures:  (a)
earnings  per share,  (b) net  income,  (c) return on equity,  (d) pro

                                   -19-
<PAGE>

forma net income, (e) return on designated  assets, (f) return on revenues,  (g)
Fair Market Value per share,  (i) book value per share,  (j) debt reduction,  or
(k) any  combination of the above,  in the  conjunctive or  disjunctive,  at the
discretion of the Board.  Objective and measurable goals set by a "management by
objectives"  process,  and  approved by the Board may also be  considered.  Such
goals may relate to the satisfaction of external or internal requirements.

     9.3. Payment of Performance  Units and Performance  Shares.  Subject to the
terms of this Plan,  after the  applicable  Performance  Period  has ended,  the
holder of Performance Units or Performance Shares shall be entitled to receive a
payment based on the number and value of Performance Units or Performance Shares
earned by the Grantee over the Performance  Period,  determined as a function of
the extent to which the corresponding performance goals have been achieved.

     If a Grantee is promoted,  demoted or transferred  to a different  business
unit of the Company during a Performance  Period,  then, to the extent the Board
determines   appropriate,   the  Board  may  adjust,  change  or  eliminate  the
performance goals or the applicable  Performance  Period as it deems appropriate
in order to make them  appropriate  and  comparable  to the initial  performance
goals or Performance Period.

     9.4.  Form and  Timing of  Payment  of  Performance  Units and  Performance
Shares.  Payment of earned Performance Units or Performance Shares shall be made
in a lump sum  following the close of the  applicable  Performance  Period.  The
Board may cause earned  Performance  Units or  Performance  Shares to be paid in
cash or in Shares (or in a  combination  thereof)  which have an aggregate  Fair
Market Value equal to the value of the earned  Performance  Units or Performance
Shares at the close of the  applicable  Performance  Period.  Such Shares may be
granted subject to any restrictions deemed appropriate by the Board. The form of
payout of such Awards shall be set forth in the Award  Agreement  pertaining  to
the grant of the Award.

     As  determined  by the Board,  a Grantee  may be  entitled  to receive  any
dividends  declared  with respect to Shares which have been earned in connection
with grants of Performance  Units or Performance  Shares but not yet distributed
to the Grantee.  In  addition,  a Grantee may, as  determined  by the Board,  be
entitled to exercise his or her voting rights with respect to such Shares.

ARTICLE 10. BONUS SHARES AND DEFERRED SHARES

     10.1.  Bonus Shares.  Subject to the terms of the Plan, the Board may grant
Bonus Shares to any Eligible  Person,  in such amount and upon such terms and at
any time and from time to time as shall be determined by the Board.

     10.2.  Deferred  Shares.  Subject to the terms and  provisions of the Plan,
Deferred  Shares may be granted to any Eligible  Person in such amounts and upon
such terms, and at any time and from time to time, as shall be determined by the
Board.  The Board may impose such  conditions  or  restrictions  on any Deferred
Shares  as it  may  deem  advisable,  including  time-vesting  restrictions  and
deferred  payment  features.  The Board may cause the  Company  to  establish  a
grantor trust to hold Shares subject to Deferred Share Awards.  Without limiting
the generality of

                                      -20-
<PAGE>

the  foregoing,  the Board  may  grant to any  Eligible  Person,  or permit  any
Eligible  Person  to  elect  to  receive,  Deferred  Shares  in  lieu  of  or in
substitution  for any other  compensation  (whether  payable  currently  or on a
deferred  basis,  and whether  payable under this Plan or otherwise)  which such
Eligible Person may be eligible to receive from the Company or a Subsidiary. Any
grant of Deferred Shares shall comply with Section 409A of the Code.

ARTICLE 11. BENEFICIARY DESIGNATION

     Each Grantee under the Plan may, from time to time, name any beneficiary or
beneficiaries  (who  may be  named  contingently  or  successively)  to whom any
benefit under the Plan is to be paid in case of the Grantee's death before he or
she receives any or all of such benefit.  Each such designation shall revoke all
prior  designations  by the same Grantee,  shall be in a form  prescribed by the
Company,  and will be  effective  only when filed by the Grantee in writing with
the  Company  during  the  Grantee's  lifetime.  In  the  absence  of  any  such
designation,  benefits  remaining unpaid at the Grantee's death shall be paid to
the Grantee's estate.

ARTICLE 12. RIGHTS OF EMPLOYEES

     12.1. Employment.  Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Grantee's  employment at any time,
nor confer upon any Grantee the right to continue in the employ of the Company.

     12.2.  Participation.  No  employee  shall have the right to be selected to
receive an Award,  or,  having  been so  selected,  to be  selected to receive a
future Award.

ARTICLE 13. AMENDMENT, MODIFICATION, AND TERMINATION

     13.1. Amendment, Modification, and Termination. Subject to the terms of the
Plan,  the Board of  Directors  of the  Company may at any time and from time to
time,  alter,  amend,  suspend or terminate the Plan in whole or in part without
the approval of the  Company's  shareholders,  except to the extent the Board of
Directors of the Company  determines  it is desirable to obtain  approval of the
Company's shareholders, to retain eligibility for exemption from the limitations
of Code Section 162(m),  to have available the ability for Options to qualify as
ISOs,  to comply with the  requirements  for listing on any  exchange  where the
Company's Shares are listed,  or for any other purpose the Board of Directors of
the Company deems appropriate.

     13.2.  Adjustments Upon Certain Unusual or Nonrecurring  Events.  The Board
may make  adjustments  in the terms and  conditions of Awards in  recognition of
unusual or nonrecurring  events  (including the events described in Section 4.2)
affecting the Company or the  financial  statements of the Company or of changes
in applicable laws,  regulations,  or accounting principles,  whenever the Board
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential  benefits intended to be made available
under the Plan.

     13.3. Awards Previously Granted. Notwithstanding any other provision of the
Plan to the  contrary  (but  subject  to  Section  2.7  and  Section  13.2),  no
termination, amendment or modification of the Plan shall adversely affect in any
material way any Award  previously  granted under the Plan,  without the written
consent of the Grantee of such Award.

                                      -21-
<PAGE>

ARTICLE 14. WITHHOLDING

     14.1. Mandatory Tax Withholding.
           -------------------------

          (a) Whenever under the Plan,  Shares are to be delivered upon exercise
     or payment of an Award, or upon Restricted Shares becoming  nonforfeitable,
     or any other  event  with  respect to rights and  benefits  hereunder,  the
     Company  shall be  entitled to require and may  accommodate  the  Grantee's
     request  if so  requested,  (x) that the  Grantee  remit an  amount in cash
     sufficient  to satisfy the minimum  federal,  state,  local and foreign tax
     withholding  requirements  related  thereto  ("Tax  Withholding"),  (y) the
     withholding of such Tax Withholding from compensation  otherwise due to the
     Grantee or from any Shares or other  payment due to the  Grantee  under the
     Plan or (z) any combination of the foregoing.

          (b) Any Grantee who makes a disqualifying  disposition of an incentive
     stock  option  (if  incentive  stock  options  are  eligible  to be granted
     hereunder  granted  under the Plan or who makes an election  under  Section
     83(b) of the Code  shall  remit to the  Company  an  amount  sufficient  to
     satisfy all  resulting  Tax  Withholding;  provided  that, in lieu of or in
     addition to the  foregoing,  the  Company  shall have the right to withhold
     such Tax Withholding from compensation otherwise due to the Grantee or from
     any Shares or other payment due to the Grantee under the Plan.

     14.2.  Notification under Code Section 83(b). If the Grantee, in connection
with the exercise of any Option,  or the grant of Restricted  Shares,  makes the
election  permitted under Section 83(b) of the Code to include in such Grantee's
gross income in the year of transfer the amounts  specified in Section  83(b) of
the Code,  then such Grantee shall notify the Company of such election within 10
days of filing the notice of the election with the Internal Revenue Service,  in
addition to any filing and notification  required pursuant to regulations issued
under Section 83(b) of the Code. The Board may, in connection  with the grant of
an  Award or at any  time  thereafter  prior  to such an  election  being  made,
prohibit a Grantee from making the election described above.

ARTICLE 15. ADDITIONAL PROVISIONS

     15.1.  Successors.  All  obligations  of the  Company  under  the Plan with
respect to Awards  granted  hereunder  shall be binding on any  successor to the
Company,  whether the  existence of such  successor is the result of a direct or
indirect purchase, merger,  consolidation,  or otherwise of all or substantially
all of the business or assets of the Company.

     15.2. Gender and Number.  Except where otherwise  indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     15.3.  Severability.  If any part of the Plan is  declared  by any court or
governmental   authority  to  be  unlawful  or  invalid,  such  unlawfulness  or
invalidity  shall not invalidate any other part of the Plan. Any Section or part
of a Section so  declared  to be  unlawful or invalid  shall,  if  possible,  be
construed  in a manner  which will give  effect to the terms of such  Section or
part of a Section to the fullest  extent  possible  while  remaining  lawful and
valid.

                                      -22-
<PAGE>

     15.4.  Requirements  of Law.  The  granting  of Awards and the  issuance of
Shares  under the Plan shall be  subject  to all  applicable  laws,  rules,  and
regulations,  and to  such  approvals  by any  governmental  agencies  or  stock
exchanges as may be required.  Notwithstanding  any provision of the Plan or any
Award,  Grantees shall not be entitled to exercise,  or receive  benefits under,
any Award, and the Company shall not be obligated to deliver any Shares or other
benefits to a Grantee, if such exercise or delivery would constitute a violation
by the Grantee or the Company of any applicable law or regulation.

     15.5. Securities Law Compliance.

          (a) If the Board  deems it  necessary  to comply  with any  applicable
     securities law, or the requirements of any stock exchange upon which Shares
     may be  listed,  the Board may impose any  restriction  on Shares  acquired
     pursuant  to  Awards  under  the  Plan  as  it  may  deem  advisable.   All
     certificates  for Shares  delivered under the Plan pursuant to any Award or
     the  exercise  thereof  shall be subject to such stop  transfer  orders and
     other  restrictions  as the  Board  may deem  advisable  under  the  rules,
     regulations  and other  requirements  of the SEC, any stock  exchange  upon
     which Shares are then listed, any applicable  securities law, and the Board
     may cause a legend or  legends  to be  placed on any such  certificates  to
     refer to such  restrictions.  If so requested  by the Company,  the Grantee
     shall  represent  to the Company in writing that he or she will not sell or
     offer to sell any Shares unless a registration statement shall be in effect
     with respect to such Shares under the  Securities  Act of 1933 or unless he
     or she shall have  furnished to the Company  evidence  satisfactory  to the
     Company that such registration is not required.

          (b) If the Board  determines  that the  exercise  of, or  delivery  of
     benefits  pursuant to, any Award would violate any applicable  provision of
     securities  laws or the listing  requirements  of any stock  exchange  upon
     which any of the  Company's  equity  securities  are then listed,  then the
     Board may postpone any such exercise or delivery,  as  applicable,  but the
     Company shall use all reasonable efforts to cause such exercise or delivery
     to comply with all such provisions at the earliest practicable date.

     15.6. No Rights as a Shareholder.  A Grantee shall not have any rights as a
shareholder with respect to the Shares (other than Restricted  Shares) which may
be  deliverable  upon  exercise  or payment of such Award until such shares have
been delivered to him or her. Restricted Shares, whether held by a Grantee or in
escrow by the  Secretary of the Company,  shall confer on the Grantee all rights
of a  shareholder  of the Company,  except as otherwise  provided in the Plan or
Award Agreement. Unless otherwise determined by the Board at the time of a grant
of  Restricted  Shares,  any cash  dividends  that become  payable on Restricted
Shares  shall be  deferred  and,  if the  Board  so  determines,  reinvested  in
additional   Restricted  Shares.  Except  as  otherwise  provided  in  an  Award
Agreement,  any share dividends and deferred cash dividends  issued with respect
to Restricted  Shares shall be subject to the same  restrictions and other terms
as apply to the  Restricted  Shares  with  respect to which such  dividends  are
issued.  The  Board may  provide  for  payment  of  interest  on  deferred  cash
dividends.

     15.7. Nature of Payments. Awards shall be special incentive payments to the
Grantee and shall not be taken into account in computing the amount of salary or
compensation of the Grantee for purposes of determining any pension, retirement,
death or other benefit under (a) any

                                      -23-
<PAGE>

pension, retirement,  profit-sharing, bonus, insurance or other employee benefit
plan of the  Company or any  Subsidiary  or (b) any  agreement  between  (i) the
Company or any Subsidiary and (ii) the Grantee, except as such plan or agreement
shall otherwise expressly provide.

     15.8.  Governing  Law. The Plan and the rights of any Grantee  receiving an
Award  thereunder  shall be construed and  interpreted  in  accordance  with and
governed  by the laws of the  State  of  Nevada  without  giving  effect  to the
principles of the conflict of laws to the contrary.



                                      -24-

<PAGE>


                         Schedule 2.27 - Initial Awards


ALL  NUMBERS  HAVE BEEN  ADJUSTED TO GIVE  EFFECT TO THE 2.5:1  REVERSE  STOCK
SPLIT EFFECTIVE OCTOBER 31, 2005

--------------------------------------------------------------------------------
                                                                # OF SHARES
        NAME            TYPE OF AWARD        GRANT DATE       SUBJECT TO AWARD

--------------------------------------------------------------------------------
David E. Grose       Bonus Shares        October 14, 2005    16,000 shares,
                                                             payable on January
                                                             1, 2007.

                                                             16,000 shares,
                                                             payable on January
                                                             1, 2007, if Grose
                                                             is employed by the
                                                             Company on June 1,
                                                             2006.

                                                             16,000 shares,
                                                             payable on June 1,
                                                             2007, if Grose is
                                                             employed by the
                                                             Company on June 1,
                                                             2007.
--------------------------------------------------------------------------------
Richard Marlin       Bonus Shares        October 14, 2005    12,000 shares,
                                                             payable on January
                                                             1, 2007, if Marlin
                                                             is employed by the
                                                             Company on April
                                                             4, 2006.

                                                             12,000 shares,
                                                             payable on April 4,
                                                             2007, if Marlin is
                                                             employed by the
                                                             Company on April 4,
                                                             2007.

                                                             12,000 shares,
                                                             payable on April 4,
                                                             2008, if Marlin is
                                                             employed by the
                                                             Company on April 4,
                                                             2008.
--------------------------------------------------------------------------------


                                       -25-
<PAGE>

--------------------------------------------------------------------------------
Lou Holman           Bonus Shares        October 14, 2005    12,000 shares,
                                                             payable January 1,
                                                             2007.

                                                             12,000 shares,
                                                             payable on January
                                                             1, 2007, if Holman
                                                             is employed by the
                                                             Company on January
                                                             1, 2006.

                                                             12,000 shares,
                                                             payable on January
                                                             1, 2007, if Holman
                                                             is employed by the
                                                             Company on January
                                                             1, 2007.
--------------------------------------------------------------------------------
Richard Howard       Bonus Shares        October 14, 2005    12,000 shares,
                                                             payable on January
                                                             1, 2007, if Howard
                                                             is employed by the
                                                             Company on April
                                                             4, 2006.

                                                             12,000 shares,
                                                             payable on April 4,
                                                             2007, if Howard is
                                                             employed by the
                                                             Company on April 4,
                                                             2007.

                                                             12,000 shares,
                                                             payable on April 4,
                                                             2008, if Howard is
                                                             employed by the
                                                             Company on April 4,
                                                             2008.
--------------------------------------------------------------------------------
Tim Bell             Bonus Shares        October 14, 2005    4,000 shares,
                                                             payable on January
                                                             1, 2007.

                                                             4,000 shares,
                                                             payable on January
                                                             1, 2007, if Bell is
                                                             employed by the
                                                             Company on November
                                                             1, 2006.
--------------------------------------------------------------------------------

                                      -26-
<PAGE>
--------------------------------------------------------------------------------
                                                             4,000 shares,
                                                             payable on November
                                                             1, 2007, if Bell is
                                                             employed by the
                                                             Company on November
                                                             1, 2007.
--------------------------------------------------------------------------------
Brent Mueller        Bonus Shares        October 14, 2005    8,000 shares,
                                                             payable on January
                                                             1, 2007, if
                                                             Mueller is
                                                             employed by the
                                                             Company on
                                                             February 14, 2006.
--------------------------------------------------------------------------------
John C. Garrison     Stock Option        October 14, 2005    An option for
                                                             50,000 shares
                                                             (options for
                                                             10,000 shares are
                                                             immediately
                                                             vested; options
                                                             for the remaining
                                                             40,000 shares will
                                                             vest at 10,000
                                                             shares per year on
                                                             October 14, 2006,
                                                             October 14, 2007,
                                                             October 14, 2008
                                                             and October 14,
                                                             2009, provided
                                                             that Garrison is
                                                             serving as a
                                                             director of the
                                                             Company on the
                                                             date such options
                                                             vest).
--------------------------------------------------------------------------------
James B. Kite        Stock Option        October 14, 2005    An option for
                                                             50,000 shares
                                                             (options for
                                                             10,000 shares are
                                                             immediately
                                                             vested; options
                                                             for the remaining
                                                             40,000 shares will
                                                             vest at 10,000
                                                             shares per year on
                                                             October 14, 2006,
                                                             October 14, 2007,
                                                             October 14, 2008
                                                             and October 14,
                                                             2009, provided
                                                             that Kite is
                                                             serving as a
                                                             director of the
                                                             Company on the
                                                             date such options
                                                             vest).
--------------------------------------------------------------------------------
Kevin R. White       Stock Option        October 14, 2005    An option for
                                                             50,000 shares
                                                             (options for
--------------------------------------------------------------------------------

                                      -27-
<PAGE>
--------------------------------------------------------------------------------
                                                             10,000 shares are
                                                             immediately
                                                             vested; options
                                                             for the remaining
                                                             40,000 shares will
                                                             vest at 10,000
                                                             shares per year on
                                                             October 14, 2006,
                                                             October 14, 2007,
                                                             October 14, 2008
                                                             and October 14,
                                                             2009, provided
                                                             that White is
                                                             serving as a
                                                             director of the
                                                             Company on the
                                                             date such options
                                                             vest).
--------------------------------------------------------------------------------
Ronnie K. Irani      Stock Option        October 14, 2005    An option for
                                                             50,000 shares
                                                             (options for
                                                             10,000 shares are
                                                             immediately
                                                             vested; options
                                                             for the remaining
                                                             40,000 shares will
                                                             vest at 10,000
                                                             shares per year on
                                                             October 14, 2006,
                                                             October 14, 2007,
                                                             October 14, 2008
                                                             and October 14,
                                                             2009, provided
                                                             that Irani is
                                                             serving as a
                                                             director of the
                                                             Company on the
                                                             date such options
                                                             vest).
--------------------------------------------------------------------------------
Jon H. Rateau        Stock Option        October 14, 2005    An option for
                                                             50,000 shares
                                                             (options for
                                                             10,000 shares are
                                                             immediately
                                                             vested; options
                                                             for the remaining
                                                             40,000 shares will
                                                             vest at 10,000
                                                             shares per year on
                                                             October 14, 2006,
                                                             October 14, 2007,
                                                             October 14, 2008
                                                             and October 14,
                                                             2009, provided
                                                             that Rateau is
                                                             serving as a
                                                             director
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                                      -28-
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                                                             of the
                                                             Company on the
                                                             date such options
                                                             vest).
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                                      -29-