EXHIBIT 10.14

                          GALES INDUSTRIES INCORPORATED

                            2005 STOCK INCENTIVE PLAN

1. Purposes of the Plan.

      The purposes of this Stock Incentive Plan are to attract and retain the
best available personnel, to provide additional incentive to Employees,
Directors and Consultants and to promote the success of the Company's business.

      2. Definitions.

      As used herein, the following definitions shall apply:

      (a) "Administrator" means the Board or any Committee appointed to
administer the Plan.

      (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

      (c) "Applicable Laws" means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

      (d) "Award" means the grant of an Option, SAR, Dividend Equivalent Right,
Restricted Stock, Performance Unit, Performance Share, or other right or benefit
under the Plan.

      (e) "Award Agreement" means the written agreement evidencing the grant of
an Award executed by the Company and the Grantee, including any amendments
thereto.

      (f) "Board" means the Board of Directors of the Company.

      (g) "Cause" means, with respect to the termination by the Company or a
Related Entity of the Grantee's Continuous Service, that such termination is for
"Cause" as such term is expressly defined in a then-effective written agreement
between the Grantee and the Company or such Related Entity, or in the absence of
such then-effective written agreement and definition, is based on, in the
determination of the Administrator, the Grantee's:

            (i) refusal or failure to act in accordance with any specific,
      lawful direction or order of the Company or a Related Entity;

            (ii) unfitness or unavailability for service or unsatisfactory
      performance (other than as a result of Disability);


                                       1
<PAGE>

            (iii) performance of any act or failure to perform any act, in bad
      faith and to the detriment of the Company or a Related Entity; (1) 15

            (iv) dishonesty, intentional misconduct or material breach of any
      agreement with the Company or a Related Entity; or

            (v) commission of a crime involving dishonesty, breach of trust, or
      physical or emotional harm to any person.

      (h) "Code" means the Internal Revenue Code of 1986, as amended.

      (i) "Committee" means any committee appointed by the Board to administer
the Plan.

      (j) "Common Stock" means the common stock of the Company.

      (k) "Company" means Gales Industries Incorporated, a Delaware corporation.

      (l) "Consultant" means any person (other than an Employee or a Director,
solely with respect to rendering services in such person's capacity as a
Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

      (m) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. Continuous Service shall not be considered
interrupted in the case of (i) any leave of absence approved by the Company or
Related Entity, (ii) transfers between locations of the Company or among the
Company, any Related Entity, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the individual
remains in the service of the Company or a Related Entity in any capacity of
Employee, Director or Consultant (except as otherwise provided in the Award
Agreement). For purposes of Incentive Stock Options, no such approved leave of
absence may exceed ninety (90) days, unless re-employment upon expiration of
such leave is guaranteed by statute or contract.

      (n) "Corporate Transaction" means any of the following transactions:

            (i) a merger or consolidation in which the Company is not the
      surviving entity, except for a transaction the principal purpose of which
      is to change the state in which the Company is incorporated;

            (ii) the sale, transfer or other disposition of all or substantially
      all of the assets of the Company (including the capital stock of the
      Company's subsidiary corporations) in connection with the complete
      liquidation or dissolution of the Company;

            (iii) any reverse merger in which the Company is the surviving
      entity but in which securities possessing more than eighty percent (80%)
      of the total combined voting power of the Company's outstanding securities
      are transferred to a person or persons different from those who held such
      securities immediately prior to such merger; or


                                       2
<PAGE>

            (iv) an acquisition by any person or related group of persons (other
      than the Company or by a Company-sponsored employee benefit plan) of
      beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
      Act) of securities possessing more than eighty percent (80%) of the total
      combined voting power of the Company's outstanding securities, but
      excluding any such transaction that the Administrator determines shall not
      be a Corporate Transaction.

      (o) "Director" means a member of the Board or the board of directors of
any Related Entity.

      (p) "Disability" means that a Grantee is permanently unable to carry out
the responsibilities and functions of the position held by the Grantee by reason
of any medically determinable physical or mental impairment. A Grantee will not
be considered to have incurred a Disability unless he or she furnishes proof of
such impairment sufficient to satisfy the Administrator in its discretion.

      (q) "Dividend Equivalent Right" means a right entitling the Grantee to
compensation measured by dividends paid with respect to Common Stock.

      (r) "Employee" means any person, including an Officer or Director, who is
an employee of the Company or any Related Entity. The payment of a director's
fee by the Company or a Related Entity shall not be sufficient to constitute
"employment" by the Company.

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

      (t) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

            (i) Where there exists a public market for the Common Stock, the
      Fair Market Value shall be (A) the closing price for a Share for the last
      market trading day prior to the time of the determination (or, if no
      closing price was reported on that date, on the last trading date on which
      a closing price was reported) on the stock exchange determined by the
      Administrator to be the primary market for the Common Stock or the Nasdaq
      National Market, whichever is applicable or (B) if the Common Stock is not
      traded on any such exchange or national market system, the average of the
      closing bid and asked prices of a share on the Nasdaq Small Cap Market for
      the day prior to the time of the determination (or, if no such prices were
      reported on that date, on the last date on which such prices were
      reported), in each case, as reported in The Wall Street Journal or such
      other source as the Administrator deems reliable; or


                                       3
<PAGE>

            (ii) In the absence of an established market for the Common Stock of
      the type described in subparagraph (i), above, the Fair Market Value shall
      be determined by the Administrator in good faith.

      (u) "Grantee" means an Employee, Director or Consultant who receives an
Award pursuant to an Award Agreement under the Plan.

      (v) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

      (w) "Non-Qualified Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

      (x) "Officer" means a person who is an officer of the Company or a Related
Entity within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

      (y) "Option" means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan.

      (z) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

      (aa) "Performance Shares" means Shares or an Award denominated in Shares
which may be earned in whole or in part upon attainment of performance criteria
established by the Administrator.

      (bb) "Performance Units" means an Award which may be earned in whole or in
part upon attainment of performance criteria established by the Administrator
and which may be settled for cash, Shares or other securities or a combination
of cash, Shares or other securities as established by the Administrator.

      (cc) "Plan" means this 2005 Stock Incentive Plan.

      (dd) "Registration Date" means the first to occur of:

            (i) the closing of the first sale to the general public of (A) the
      Common Stock or (B) the same class of securities of a successor
      corporation (or its Parent) issued pursuant to a Corporate Transaction in
      exchange for or in substitution of the Common Stock, pursuant to a
      registration statement filed with and declared effective by the Securities
      and Exchange Commission under the Securities Act of 1933, as amended; and

            (ii) in the event of a Corporate Transaction, the date of the
      consummation of the Corporate Transaction if the same class of securities
      of the successor corporation (or its Parent) issuable in such Corporate
      Transaction shall have been sold to the general public pursuant to a
      registration statement filed with and declared effective by, on or prior
      to the date of consummation of such Corporate Transaction, the Securities
      and Exchange Commission under the Securities Act of 1933, as amended.


                                       4
<PAGE>

      (ee) "Related Entity" means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other entity in which the
Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly.

      (ff) "Restricted Stock" means Shares issued under the Plan to the Grantee
for such consideration, if any, and subject to such restrictions on transfer,
rights of first refusal, repurchase provisions, forfeiture provisions, and other
terms and conditions as established by the Administrator.

      (gg) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor thereto.

      (hh) "SAR" means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator, measured by
appreciation in the value of Common Stock.

      (ii) "Share" means a share of the Common Stock.

      (jj) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      (kk) "Related Entity Disposition" means the sale, distribution or other
disposition by the Company of all or substantially all of the Company's
interests in any Related Entity effected by a sale, merger or consolidation or
other transaction involving that Related Entity or the sale of all or
substantially all of the assets of that Related Entity.

3. Stock Subject to the Plan.

      (a) Subject to the provisions of Section 10, below, the maximum aggregate
number of Shares which may be issued pursuant to all Awards (including Incentive
Stock Options) is 10,000,000 Shares. The Shares to be issued pursuant to Awards
may be authorized, but unissued, or reacquired Common Stock.

      (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. If any unissued Shares are retained
by the Company upon exercise of an Award in order to satisfy the exercise price
for such Award or any withholding taxes due with respect to such Award, such
retained Shares subject to such Award shall become available for future issuance
under the Plan (unless the Plan has terminated). Shares that actually have been
issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if
unvested Shares are forfeited, or repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the
Plan.


                                       5
<PAGE>

4. Administration of the Plan.

      (a) Plan Administrator.

            (i) Administration with Respect to Directors and Officers. With
      respect to grants of Awards to Directors or Employees who are also
      Officers or Directors of the Company, the Plan shall be administered by
      (A) the Board or (B) a Committee designated by the Board, which Committee
      shall be constituted in such a manner as to satisfy the Applicable Laws
      and to permit such grants and related transactions under the Plan to be
      exempt from Section 16(b) of the Exchange Act in accordance with Rule
      16b-3. Once appointed, such Committee shall continue to serve in its
      designated capacity until otherwise directed by the Board.

            (ii) Administration With Respect to Consultants and Other Employees.
      With respect to grants of Awards to Employees or Consultants who are
      neither Directors nor Officers of the Company, the Plan shall be
      administered by (A) the Board or (B) a Committee designated by the Board,
      which Committee shall be constituted in such a manner as to satisfy the
      Applicable Laws. Once appointed, such Committee shall continue to serve in
      its designated capacity until otherwise directed by the Board. The Board
      may authorize one or more Officers to grant such Awards and may limit such
      authority as the Board determines from time to time. Except for the power
      to amend the Plan as provided in Section 13 and except for determinations
      regarding Employees who are subject to Section 16 of the Exchange Act or
      certain key Employees who are, or may become, as determined by the Board
      or the Committee, subject to Section 162(m) of the Code compensation
      deductibility limit, and except as may otherwise be required under
      applicable stock exchange rules, the Board or the Committee may delegate
      any or all of its duties, powers and authority under the Plan pursuant to
      such conditions or limitations as the Board of the Committee may establish
      to any Officer or Officers of the Company

            (iii) Administration Errors. In the event an Award is granted in a
      manner inconsistent with the provisions of this subsection, such Award
      shall be presumptively valid as of its grant date to the extent permitted
      by Applicable Laws.

      (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

            (i) to select the Employees, Directors and Consultants to whom
      Awards may be granted from time to time hereunder;

            (ii) to determine whether and to what extent Awards are granted
      hereunder;


                                       6
<PAGE>

            (iii) to determine the number of Shares or the amount of other
      consideration to be covered by each Award granted hereunder;

            (iv) to approve forms of Award Agreements for use under the Plan;

            (v) to determine the terms and conditions of any Award granted
      hereunder;

            (vi) to amend the terms of any outstanding Award granted under the
      Plan, provided that any amendment that would adversely affect the
      Grantee's rights under an outstanding Award shall not be made without the
      Grantee's written consent;

            (vii) to construe and interpret the terms of the Plan and Awards
      granted pursuant to the Plan, including without limitation, any notice of
      Award or Award Agreement, granted pursuant to the Plan;

            (viii) to establish additional terms, conditions, rules or
      procedures to accommodate the rules or laws of applicable foreign
      jurisdictions and to afford Grantees favorable treatment under such laws;
      provided, however, that no Award shall be granted under any such
      additional terms, conditions, rules or procedures with terms or conditions
      which are inconsistent with the provisions of the Plan; and

            (ix) to take such other action, not inconsistent with the terms of
      the Plan, as the Administrator deems appropriate.

      (c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be conclusive and binding on all
persons.

5. Eligibility, Awards other than Incentive Stock Options may be granted to
Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company, a Parent or a Subsidiary. An Employee,
Director or Consultant who has been granted an Award may, if otherwise eligible,
be granted additional Awards. Awards may be granted to such Employees, Directors
or Consultants who are residing in foreign jurisdictions as the Administrator
may determine from time to time.

6. Terms and Conditions of Awards.

      (a) Type of Awards. The Administrator is authorized under the Plan to
award any type of arrangement to an Employee, Director or Consultant that is not
inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of (i) Shares, (ii) an Option, a SAR or similar right
with a fixed or variable price related to the Fair Market Value of the Shares
and with an exercise or conversion privilege related to the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or
other conditions, or (iii) any other security with the value derived from the
value of the Shares. Such awards include, without limitation, Options, SARs,
sales or bonuses of Restricted Stock, Dividend Equivalent Rights, Performance
Units or Performance Shares, and an Award may consist of one such security or
benefit, or two (2) or more of them in any combination or alternative.


                                       7
<PAGE>

      (b) Designation of Award. Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either an
Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of Shares
subject to Options designated as Incentive Stock Options which become
exercisable for the first time by a Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options, to the extent of the Shares covered thereby in excess of the foregoing
limitation, shall be treated as Non-Qualified Stock Options. For this purpose,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares shall be determined as of
the date the Option with respect to such Shares is granted.

      (c) Conditions of Award. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder
return, return on equity, return on assets, return on investment, net operating
income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Administrator.
Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Award Agreement.

      (d) Acquisitions and Other Transactions. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or a
Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase, asset
purchase or other form of transaction.

      (e) Deferral of Award Payment. The Administrator may establish one or more
programs under the Plan to permit selected Grantees the opportunity to elect to
defer receipt of consideration upon exercise of an Award, satisfaction of
performance criteria, or other event that absent the election would entitle the
Grantee to payment or receipt of Shares or other consideration under an Award.
The Administrator may establish the election procedures, the timing of such
elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.

      (f) Award Exchange Programs. The Administrator may establish one or more
programs under the Plan to permit selected Grantees to exchange an Award under
the Plan for one or more other types of Awards under the Plan on such terms and
conditions as determined by the Administrator from time to time.


                                       8
<PAGE>

      (g) Separate Programs. The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.

      (h) Early Exercise. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be subject
to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.

      (i) Term of Award. The term of each Award shall be the term stated in the
Award Agreement, provided, however, that the term of an Incentive Stock Option
shall be no more than ten (10) years from the date of grant thereof. However, in
the case of an Incentive Stock Option granted to a Grantee who, at the time the
Option is granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Incentive Stock Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the Award Agreement.

      (j) Transferability of Awards. Except as otherwise provided in this
Section, all Awards under the Plan shall be nontransferable and shall not be
assignable, alienable, saleable or otherwise transferable by the Grantee other
than by will or the laws of descent and distribution except pursuant to a
domestic relations order entered by a court of competent jurisdiction.
Notwithstanding the preceding sentence, the Board or the Committee may provide
that any Award of Non-Qualified Stock Options may be transferable by the
recipient to family members or family trusts established by the Grantee. The
Board or the Committee may also provide that, in the event that a Grantee
terminates employment with the Company to assume a position with a governmental,
charitable, educational or similar non-profit institution, a third party,
including but not limited to a "blind" trust, may be authorized by the Board or
the Committee to act on behalf of and for the benefit of the respective Grantee
with respect to any outstanding Awards. Except as otherwise provided in this
Section, during the life of the Grantee, Awards under the Plan shall be
exercisable only by him or her except as otherwise determined by the Board or
the Committee. In addition, if so permitted by the Board or the Committee, a
Grantee may designate a beneficiary or beneficiaries to exercise the rights of
the Grantee and receive any distributions under the Plan upon the death of the
Grantee.

      (k) Time of Granting Awards. The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to grant
such Award, or such other date as is determined by the Administrator. Notice of
the grant determination shall be given to each Employee, Director or Consultant
to whom an Award is so granted within a reasonable time after the date of such
grant.

7. Award Exercise or Purchase Price, Consideration, Taxes and Reload Options.

      (a) Exercise or Purchase Price. The exercise or purchase price, if any,
for an Award shall be as follows:


                                       9
<PAGE>

            (i) In the case of an Incentive Stock Option: (A) granted to an
      Employee who, at the time of the grant of such Incentive Stock Option owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, the per Share
      exercise price shall be not less than one hundred ten percent (110%) of
      the Fair Market Value per Share on the date of grant; or (B) granted to
      any Employee other than an Employee described in the preceding clause, the
      per Share exercise price shall be not less than one hundred percent (100%)
      of the Fair Market Value per Share on the date of grant.

            (ii) In the case of a Non-Qualified Stock Option, the per Share
      exercise price shall be not less than one hundred percent (100%) of the
      Fair Market Value per Share on the date of grant unless otherwise
      determined by the Administrator.

            (iii) In the case of other Awards, such price as is determined by
      the Administrator.

            (iv) Notwithstanding the foregoing provisions of this Section 7(a),
      in the case of an Award issued pursuant to Section 6(d), above, the
      exercise or purchase price for the Award shall be determined in accordance
      with the principles of Section 424(a) of the Code.

      (b) Consideration. Subject to Applicable Laws, the consideration to be
paid for the Shares to be issued upon exercise or purchase of an Award including
the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the time of grant). In
addition to any other types of consideration the Administrator may determine,
the Administrator is authorized to accept as consideration for Shares issued
under the Plan the following, provided that the portion of the consideration
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

            (i) cash;

            (ii) check;

            (iii) delivery of Grantee's promissory note with such recourse,
      interest, security, and redemption provisions as the Administrator
      determines is appropriate;

            (iv) if the exercise or purchase occurs on or after the Registration
      Date, surrender of Shares or delivery of a properly executed form of
      attestation of ownership of Shares as the Administrator may require
      (including withholding of Shares otherwise deliverable upon exercise of
      the Award) which have a Fair Market Value on the date of surrender or
      attestation equal to the aggregate exercise price of the Shares as to
      which said Award shall be exercised (but only to the extent that such
      exercise of the Award would not result in an accounting compensation
      charge with respect to the Shares used to pay the exercise price unless
      otherwise determined by the Administrator);


                                       10
<PAGE>

            (v) with respect to options, if the exercise occurs on or after the
      Registration Date, payment through a broker-dealer sale and remittance
      procedure pursuant to which the Grantee (A) shall provide written
      instructions to a Company designated brokerage firm to effect the
      immediate sale of some or all of the purchased Shares and remit to the
      Company, out of the sale proceeds available on the settlement date,
      sufficient funds to cover the aggregate exercise price payable for the
      purchased Shares and (B) shall provide written directives to the Company
      to deliver the certificates for the purchased Shares directly to such
      brokerage firm in order to complete the sale transaction; or

            (vi) any combination of the foregoing methods of payment.

      (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or
other person until such Grantee or other person has made arrangements acceptable
to the Administrator for the satisfaction of any foreign, federal, state, or
local income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the disqualifying
disposition of Shares received on exercise of an Incentive Stock Option. Upon
exercise of an Award, the Company shall withhold or collect from Grantee an
amount sufficient to satisfy such tax obligations.

      (d) Reload Options. In the event the exercise price or tax withholding of
an Option is satisfied by the Company or the Grantee's employer withholding
Shares otherwise deliverable to the Grantee, the Administrator may issue the
Grantee an additional Option, with terms identical to the Award Agreement under
which the Option was exercised, but at an exercise price as determined by the
Administrator in accordance with the Plan.

8. Exercise of Award.

      (a) Procedure for Exercise; Rights as a Stockholder.

            (i) Any Award granted hereunder shall be exercisable at such times
      and under such conditions as determined by the Administrator under the
      terms of the Plan and specified in the Award Agreement.

            (ii) An Award shall be deemed to be exercised upon the later of
      receipt by the Company of written notice of such exercise in accordance
      with the terms of the Award by the person entitled to exercise the Award
      and

            (iii) full payment for the Shares with respect to which the Award is
      exercised, including, to the extent selected, use of the broker-dealer
      sale and remittance procedure to pay the purchase price as provided in
      Section 7(b)(v). Until the issuance (as evidenced by the appropriate entry
      on the books of the Company or of a duly authorized transfer agent of the
      Company) of the stock certificate evidencing such Shares, no right to vote
      or receive dividends or any other rights as a stockholder shall exist with
      respect to Shares subject to an Award, notwithstanding the exercise of an
      Option or other Award. The Company shall issue (or cause to be issued)
      such stock certificate promptly upon exercise of the Award. No adjustment
      will be made for a dividend or other right for which the record date is
      prior to the date the stock certificate is issued, except as provided in
      the Award Agreement or Section 10, below.


                                       11
<PAGE>

      (b) Exercise of Award Following Termination of Continuous Service.

            (i) An Award may not be exercised after the termination date of such
      Award set forth in the Award Agreement and may be exercised following the
      termination of a Grantee's Continuous Service only to the extent provided
      in the Award Agreement.

            (ii) Where the Award Agreement permits a Grantee to exercise an
      Award following the termination of the Grantee's Continuous Service for a
      specified period, the Award shall terminate to the extent not exercised on
      the last day of the specified period or the last day of the original term
      of the Award, whichever occurs first.

            (iii) Any Award designated as an Incentive Stock Option to the
      extent not exercised within the time permitted by law for the exercise of
      Incentive Stock Options following the termination of a Grantee's
      Continuous Service shall convert automatically to a Non-Qualified Stock
      Option and thereafter shall be exercisable as such to the extent
      exercisable by its terms for the period specified in the Award Agreement.

      (c) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Award previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Grantee at the time that such offer is made.

9. Conditions Upon Issuance of Shares.

      (a) Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares pursuant
thereto shall comply with all Applicable Laws, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

      (b) As a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.

10. Adjustments Upon Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the Administrator may, in its discretion,
proportionately adjust the number of Shares covered by each outstanding Award,
and the number of Shares which have been authorized for issuance under the Plan
but as to which no Awards have yet been granted or which have been returned to
the Plan, the exercise or purchase price of each such outstanding Award, as well
as any other terms that the Administrator determines require adjustment for (a)
any increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of


                                       12
<PAGE>

the Shares, (b) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (c) as the
Administrator may determine in its discretion, any other transaction with
respect to Common Stock to which Section 424(a) of the Code applies; provided,
however that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Administrator and its determination shall be
final, binding and conclusive. Except as the Administrator determines, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason hereof shall be made with respect to, the number or price of Shares
subject to an Award.

11. Corporate Transactions and Related Entity Dispositions. Except as may be
provided in an Award Agreement:

      (a) The Administrator shall have the authority, exercisable either in
advance of any actual or anticipated Corporate Transaction or Related Entity
Disposition or at the time of an actual Corporate Transaction or Related Entity
Disposition and exercisable at the time of the grant of an Award under the Plan
or any time while an Award remains outstanding, to provide for the full
automatic vesting and exercisability of one or more outstanding unvested Awards
under the Plan and the release from restrictions on transfer and repurchase or
forfeiture rights of such Awards in connection with a Corporate Transaction or
Related Entity Disposition, on such terms and conditions as the Administrator
may specify. The Administrator also shall have the authority to condition any
such Award vesting and exercisability or release from such limitations upon the
subsequent termination of the Continuous Service of the Grantee within a
specified period following the effective date of the Corporate Transaction or
Related Entity Disposition. Effective upon the consummation of a Corporate
Transaction or Related Entity Disposition, all outstanding Awards under the
Plan, shall remain fully exercisable until the expiration or sooner termination
of the Award.

      (b) The portion of any Incentive Stock Option accelerated under this
Section 11 in connection with a Corporate Transaction or Related Entity
Disposition shall remain exercisable as an Incentive Stock Option under the Code
only to the extent the $ 100,000 dollar limitation of Section 422(d) of the Code
is not exceeded. To the extent such dollar limitation is exceeded, the
accelerated excess portion of such Option shall be exercisable as a
Non-Qualified Stock Option.

12. Effective Date and Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated. Subject to Section 13 below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming effective.

13. Amendment, Suspension or Termination of the Plan.

      (a) The Board may at any time amend, suspend or terminate the Plan. To the
extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.


                                       13
<PAGE>

      (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

      (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 12, above) shall not affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise
between the Grantee and the Administrator, which agreement must be in writing
and signed by the Grantee and the Company.

14. Reservation of Shares.

      (a) The Company, during the term of the Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

      (b) The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not
confer upon any Grantee any right with respect to the Grantee's Continuous
Service, nor shall it interfere in any way with his or her right or the
Company's right to terminate the Grantee's Continuous Service at any time, with
or without cause.

16. Unfunded Plan. Unless otherwise determined by the Board or the Committee,
the Plan shall be unfunded and shall not create (or construed to create) a trust
or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Grantee or other person. To the extent
any person holds any rights by virtue of a Award granted under the Plan, such
right (unless otherwise determined by the Board or the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.

17. No Effect on Retirement and Other Benefit Plans. Except as specifically
provided in a retirement or other benefit plan of the Company or a Related
Entity, Awards shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Company or a Related
Entity, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or
amount of benefits is related to level of compensation. The Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

18. Stockholder Approval. The grant of Incentive Stock Options under the Plan
shall be subject to approval by the stockholders of the Company within twelve
(12) months before or after the date the Plan is adopted excluding Incentive
Stock Options issued in substitution for outstanding Incentive Stock Options
pursuant to Section 424(a) of the Code. Such stockholder approval shall be
obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to approval


                                       14
<PAGE>

by the stockholders, but until such approval is obtained, no such Incentive
Stock Option shall be exercisable. In the event that stockholder approval is not
obtained within the twelve (12) month period provided above, all Incentive Stock
Options previously granted under the Plan shall be exercisable as Non-Qualified
Stock Options.


                                       15