**Exhibit
      10.4**





**CYTOMEDIX,
      INC.**


**LONG-TERM
      INCENTIVE PLAN**








ARTICLE
      1


PURPOSE





1.1 GENERAL.
      The purpose of the Cytomedix, Inc. Long-Term Incentive Plan (the “Plan”) is to
      promote the success, and enhance the value, of Cytomedix, Inc. (the “Company”),
      and its related companies by linking the personal interests of the employees,
      officers, consultants, independent contractors, advisors and directors of the
      Company and its related companies to those of Company shareholders and by
      providing such persons with an incentive for outstanding performance. The Plan
      is further intended to provide flexibility to the Company in its ability to
      motivate, attract, and retain the services of employees, officers, consultants,
      independent contractors, advisors and directors upon whose judgment, interest,
      and special effort the successful conduct of the Company’s operation is largely
      dependent. Accordingly, the Plan permits the grant of incentive awards from
      time
      to time to selected employees, officers, consultants, independent contractors,
      advisors and directors.





ARTICLE
      2


DEFINITIONS





2.1 DEFINITIONS.
      When a word or phrase appears in this Plan with the initial letter capitalized,
      and the word or phrase does not commence a sentence, the word or phrase shall
      generally be given the meaning ascribed to it in this Section or in Section
      1.1
      unless a clearly different meaning is required by the context. The following
      words and phrases shall have the following meanings:





(a) “Award”
      means any Option, Stock Appreciation Right, Restricted Stock Award, Phantom
      Stock Award, Performance Unit Award, Dividend Equivalent Award, or Other
      Stock-Based Award, or any other right or interest relating to Stock or cash,
      granted to a Participant under the Plan.





(b) “Award
      Agreement” means any written agreement, contract, or other instrument or
      document evidencing an Award.





(c) “Board”
      means the Board of Directors of the Company.





(d) “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.


1




(e) “Compensation
      Committee” means the Compensation Committee of the Board described in Article
      3.





(f) “Company”
      means Cytomedix, Inc., a Delaware corporation.





(g) “Disability”
      means a “permanent and total disability” as defined in Code Section 22(e)
      (3).





(h) “Dividend
      Equivalent” means a right granted to a Participant under Article 12 of the
      Plan.





(i) “Effective
      Date” means the date the Plan of Reorganization is confirmed by
      the
      Bankruptcy Court.





(j) “Fair
      Market Value”, on any date, means (i) if the Stock is listed on a national
      securities exchange or is traded over the Nasdaq National Market or is quoted
      on
      an interdealer quotation system, the closing sales price on such exchange or
      over such system on such date or, in the absence of reported sales on such
      date,
      the closing sales price on the immediately preceding date on which sales were
      reported, or (ii) if the Stock is not listed on a national securities exchange
      or traded over the Nasdaq National Market, the fair market value shall be as
      determined by an independent appraiser selected by the Compensation Committee
      from time to time or as determined in good faith by the Compensation Committee
      in its sole discretion.





(k) “Incentive
      Stock Option” means an Option that is intended to meet the requirements of Code
      Section 422 or any successor provision thereto.





(l) “Non-Qualified
      Stock Option” means an Option that is not an Incentive Stock
      Option.





(m) “Option”
      means a right granted to a Participant under Article 7 of the Plan.





(n) “Other
      Stock-Based Award” means a right, granted to a Participant under Article 12 of
      the Plan.





(o) “Parent”
      means a corporation or other entity which owns or beneficially owns a majority
      of the outstanding voting stock or voting power of the Company. For Incentive
      Stock Options, “Parent” means a “parent corporation” of the Company as defined
      in Code Section 424(e).





(p) “Participant”
      means a person who, as an employee, officer, consultant, independent contractor,
      advisor or director of the Company, a Parent or any Subsidiary, has been granted
      an Award under the Plan.


2




(q) “Performance
      Unit” means a right granted to a Participant under Article 8 of the
      Plan.





(r) “Phantom
      Stock” means a right granted to a Participant under Article 10 of the
      Plan.





(s) “Plan”
      means the Cytomedix, Inc. Long-Term Incentive Plan.





(t) “Restricted
      Stock” means Stock granted to a Participant under Article 10 of the
      Plan.





(u) “Retirement”
      means a Participant’s termination of employment after attaining age
      65.





(v) “Stock”
      means the common stock of the Company, and such other securities of the Company
      as may be substituted for Stock pursuant to Article 15.





(w) “Stock
      Appreciation Right” or “SAR” means a right granted to a Participant under
      Article 7 of the Plan.





(x) “Subsidiary”
      means any corporation, limited liability company, partnership or other entity
      of
      which a majority of the outstanding voting stock or voting power is beneficially
      owned directly or indirectly by the Company. For Incentive Stock Options,
“Subsidiary” means a “subsidiary corporation” of the Company as defined in Code
      Section 424(f).





(y) “Termination
      Date” means the effective date of the termination of a Participant’s employment
      or consultation period with the Company, a Parent or any Subsidiary, whether
      by
      reason of death, Disability, Retirement, resignation, or termination with or
      without cause.





(z) “Vesting”
      or “Vested Awards” means the percentage of an Award that a Participant shall be
      entitled to retain upon the Participant’s Termination Date. Any Awards that are
      not vested as of the Participant’s Termination Date shall be forfeited by the
      Participant unless otherwise specifically set forth herein.





(aa) “1933
      Act” means the Securities Act of 1933, as amended from time to
      time.





(bb) “1934
      Act” means the Securities Exchange Act of 1934, as amended from time to
      time.


3


ARTICLE
      3


ADMINISTRATION





3.1 COMPENSATION
      COMMITTEE. The Plan shall be administered by the Compensation Committee of
      the
      Board or, at the discretion of the Board from time to time, by the Board. The
      Compensation Committee shall consist of two or more members of the Board. The
      members of the Compensation Committee shall be appointed by the Board and may
      be
      changed at any time and from time to time at the Board’s discretion. During any
      time that the Board is acting as administrator of the Plan, it shall have all
      the powers of the Compensation Committee hereunder, and any reference herein
      to
      the Compensation Committee (other than in this Section 4.1) shall include the
      Board.





3.2 ACTION
      BY
      THE COMPENSATION COMMITTEE. For purposes of administering the Plan, the
      following rules of procedure shall govern the Compensation Committee. A majority
      of the Compensation Committee shall constitute a quorum. The acts of a majority
      of the members present at any meeting at which a quorum is present, and acts
      approved unanimously in writing by the members of the Compensation Committee
      in
      lieu of a meeting, shall be deemed the acts of the Compensation Committee.
      Each
      member of the Compensation Committee is entitled to, in good faith, rely or
      act
      upon any report or other information furnished to that member by any officer
      or
      other employee of the Company or any Parent or Subsidiary, the Company’s
      independent certified public accountants, or any executive compensation
      consultant or other professional retained by the Company to assist in the
      administration of the Plan.





3.3 AUTHORITY
      OF COMPENSATION COMMITTEE. The Compensation Committee has the exclusive power,
      authority and discretion to:





(a) Designate
      Participants;





(b) Determine
      the type or types of Awards to be granted to each Participant;





(c) Determine
      the number of Awards to be granted and the number of shares of Stock to which
      an
      Award will relate;





(d) Determine
      the terms and conditions of any Award granted under the Plan, including but
      not
      limited to, the exercise price, grant price, or purchase price, any restrictions
      or limitations on the Award, any schedule for lapse of forfeiture restrictions
      or restrictions on the exercisability of an Award, and accelerations or waivers
      thereof, based in each case on such considerations as the Compensation Committee
      in its sole discretion determines;





(e) Accelerate
      the vesting or lapse of restrictions of any outstanding Award, based in each
      case on such considerations as the Compensation Committee in its sole discretion
      determines;




4




(f) Determine
      whether, to what extent, and under what circumstances an Award may be settled
      in, or the exercise price of an Award may be paid in, cash, Stock, other Awards,
      or other property, or an Award may be canceled, forfeited, or
      surrendered;





(g) Prescribe
      the form of each Award Agreement, which need not be identical for each
      Participant;





(h) Decide
      all other matters that must be determined in connection with an
      Award;





(i) Establish,
      adopt or revise any rules and regulations as it may deem necessary or advisable
      to administer the Plan;





(j) Make
      all
      other decisions and determinations that may be required under the Plan or as
      the
      Compensation Committee deems necessary or advisable to administer the Plan;
      and





(k) Amend
      any
      Award Agreement as provided herein.





3.4 NON-U.S.
      PARTICIPANTS. Notwithstanding anything in the Plan to the contrary, with respect
      to any Participant who is resident outside of the United States, the
      Compensation Committee may, in its sole discretion, amend the terms of the
      Plan
      in order to conform such terms with the requirements of local law or to meet
      the
      objectives of the Plan. The Compensation Committee may, where appropriate,
      establish one or more subplans for this purpose.





3.5 DECISIONS
      BINDING. The Compensation Committee’s interpretation of the Plan, any Awards
      granted under the Plan, any Award Agreement and all decisions and determinations
      by the Compensation Committee with respect to the Plan are final, binding,
      and
      conclusive with respect to all parties.





ARTICLE
      4


SHARES
      SUBJECT TO THE PLAN





4.1 NUMBER
      OF
      SHARES. The Company shall make Awards available representing up to 5,000,000
      shares of common stock.





4.2 LAPSED
      OR
      FORFEITED AWARDS. To the extent that an Award is canceled, is forfeited,
      terminates, expires or lapses for any reason, any shares of Stock subject to
      the
      Award will again be available for the grant of an Award under the Plan and
      shares subject to SARs or other Awards settled in cash will be available for
      the
      grant of an Award under the Plan.




4.3 STOCK
      DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole
      or
      in part, of authorized and unissued Stock, treasury Stock or Stock
      purchased


5


on
      the
      open market.





4.4 LIMITATION
      ON AWARDS.





(a) OPTIONS
      AND SARS. The maximum number of shares of Stock that may be covered by Options
      and/or SARs granted to any one individual during any one calendar year under
      the
      Plan shall be 1,000,000.





(b) INCENTIVE
      STOCK OPTIONS. The maximum number of shares of Stock that may be issued under
      Incentive Stock Options granted to any one individual during any calendar year
      under the Plan shall be 1,000,000.





(c) OTHER
      AWARDS. The maximum fair market value (measured as of the date of grant) of
      any
      Awards other than Options and SARs that may be received by a Participant (less
      any consideration paid by the Participant for such Award) during any one
      calendar year under the Plan shall be $1,000,000.





ARTICLE
      5


ELIGIBILITY





5.1 GENERAL.
      Awards may be granted only to individuals who are employees, officers,
      consultants, independent contractors, advisors, affiliates or directors of
      the
      Company, a Parent or a Subsidiary.





ARTICLE
      6


STOCK
      OPTIONS





6.1 GENERAL.
      The Compensation Committee is authorized to grant Options on the following
      terms
      and conditions:





(a) TYPE
      OF
      OPTION. The Compensation Committee may grant Nonqualified Stock Option and/or,
      subject to the specific requirements of Section 6.2 below, Incentive Stock
      Options.





(b) EVIDENCE
      OF GRANT. All Options shall be evidenced by a written Award Agreement between
      the Company and the Participant. The Award Agreement shall include such
      provisions, not inconsistent with the Plan, as may be specified by the
      Compensation Committee.





(c) EXERCISE
      PRICE. The exercise price per share of Stock under an Option shall be determined
      by the Compensation Committee.




(d) TIME
      AND
      CONDITIONS OF EXERCISE. The Compensation Committee shall determine the time
      or
      times at which an Option may be exercised in


6


whole
      or
      in part. The Compensation Committee also shall determine the performance or
      other conditions, if any, that must be satisfied before all or part of an Option
      may be exercised. The Compensation Committee may waive any exercise provisions
      at any time in whole or in part based upon factors as the Compensation Committee
      may determine in its sole discretion so that the Option becomes exercisable
      at
      an earlier date.





(e) PAYMENT.
      The Compensation Committee shall determine the methods by which the exercise
      price of an Option may be paid, the form of payment, including, without
      limitation, cash, shares of Stock, or other property (including “cashless
      exercise” arrangements), and the methods by which shares of Stock shall be
      delivered or deemed to be delivered to Participants; provided, if shares of
      Stock surrendered in payment of the exercise price were themselves acquired
      otherwise than on the open market, such shares shall have been held by the
      Participant for at least six months.





(f) EXPIRATION
      OF OPTION. An Option shall expire on the earliest of the following
      dates:





(1) The
      expiration date set forth in the Award Agreement accompanying such
      Options.





(2) If
      the
      Participant terminates his employment or consultancy for any reason other than
      as provided in paragraph (3) or (4) below, three months after the Participant’s
      Termination Date; provided, if the Participant’s employment or consultancy is
      terminated for cause by the Company, a Parent or a Subsidiary, or by the
      Participant without the consent of the Company, a Parent or a Subsidiary, the
      Option shall (to the extent not previously exercised) expire
      immediately.





(3) If
      the
      Participant terminates his employment or consultancy by reason of Disability,
      one year after the Participant’s Termination Date.





(4) If
      the
      Participant dies while employed or engaged as a consultant by the Company,
      a
      Parent or Subsidiary, or during the three-month period described in paragraph
      (2) or during the one-year period described in paragraph (3) and before the
      Option otherwise expires, one year after the Participant’s death. Upon the
      Participant’s death, any exercisable Options may be exercised by the
      Participant’s beneficiary, determined in accordance with Section
      13.6.





Unless
      the exercisability of an Option is accelerated as provided in Article 13, a
      Participant may exercise an Option after his Termination Date only with respect
      to the shares that were otherwise vested on the Participant’s Termination
      Date.


7




6.2 INCENTIVE
      STOCK OPTIONS. In addition to the foregoing rules, any Incentive Stock Options
      granted under the Plan shall comply with the following additional
      rules:





(a) EXERCISE
      PRICE. The exercise price per share of Stock for any Incentive Stock Option
      shall not be less than the Fair Market Value of a share of Stock as of the
      date
      of the grant.





(b) TERM.
      An
      Incentive Stock Option shall be exercisable for no longer than ten (10) years
      from the date of its grant.





(c) EXPIRATION
      OF INCENTIVE STOCK OPTION. An Incentive Stock Option shall expire on the
      earliest of the following dates; provided, the Compensation Committee may,
      prior
      to the expiration of the Incentive Stock Option under the circumstances
      described in paragraphs (3), (4) and (5) below, provide in writing that the
      Option will extend until a later date, but if the Option is exercised after
      the
      dates specified in paragraphs (3), (4) and (5) below, it will automatically
      become a Non-Qualified Stock Option:





(1) The
      option expiration date set forth in the Award Agreement accompanying such
      Incentive Stock Option.





(2) Ten
      (10)
      years after the date of grant, unless an earlier time is set in the Award
      Agreement.





(3) If
      the
      Participant terminates his employment for any reason other than as provided
      in
      paragraph (4) or (5) below, three months after the Participant’s Termination
      Date; provided, if the Participant’s employment is terminated for cause by the
      Company, a Parent or a Subsidiary, or by the Participant without the consent
      of
      the Company, a Parent or a Subsidiary, the Incentive Stock Option shall (to
      the
      extent not previously exercised) expire immediately.





(4) If
      the
      Participant terminates his employment by reason of Disability, one year after
      the Participant’s Termination Date.





(5) If
      the
      Participant dies while employed by the Company, a Parent or a Subsidiary, or
      during the three month period described in paragraph (3) or during the one-year
      period described in paragraph (4) and before the Option otherwise expires,
      one
      year after the Participant’s death. Upon the Participant’s death, any
      exercisable Incentive Stock Options may be exercised by the Participant’s
      beneficiary, determined in accordance with Section 13.6.


8




Unless
      the exercisability of the Incentive Stock Option is accelerated as provided
      in
      Article 14, a Participant may exercise an Incentive Stock Option after his
      Termination Date
      only
      with respect to the shares that were otherwise vested on the Participant’s
      Termination Date.





(d) DOLLAR
      LIMITATION. To the extent that the aggregate Fair Market Value of (i) the shares
      of Stock with respect to Incentive Stock Options, plus (ii) the shares of stock
      of the Company, a Parent or any Subsidiary with respect to which other incentive
      stock options are first exercisable by a Participant during any calendar year
      under all plans of the Company and any Parent and Subsidiary exceeds $100,000,
      such Incentive Stock Options shall be treated as Nonqualified Stock Options.
      For
      purposes of the preceding sentence, the Fair Market Value of the shares of
      Stock
      shall be determined as of the time the Option or other incentive stock option
      is
      granted.





(e) TEN
      PERCENT OWNERS. An Incentive Stock Option shall not be granted to any individual
      who, at the date of grant, owns stock possessing more than ten percent of the
      total combined voting power of all classes of stock of the Company or any Parent
      or Subsidiary, unless the exercise price per share is at least 110% of the
      Fair
      Market Value per share of Stock at the date of grant, and the Option expires
      no
      later than five years after the date of grant.





(f) GRANT
      OF
      INCENTIVE STOCK OPTIONS. No Incentive Stock Options may be granted pursuant
      to
      the Plan after the day immediately prior to the tenth anniversary of the
      Effective Date.





(g) RIGHT
      TO
      EXERCISE. During a Participant’s lifetime, an Incentive Stock Option may be
      exercised only by the Participant or, in the case of the Participant’s
      Disability, by the Participant’s guardian or legal representative.





(h) NON-EMPLOYEES.
      An Incentive Stock Option may not granted to any non-employee of the Company,
      a
      Parent or a Subsidiary.





ARTICLE
      7


STOCK
      APPRECIATION RIGHTS





7.1 GRANT
      OF
      SARs. The Compensation Committee is authorized to grant SARs on such terms
      and
      conditions as may be selected by the Compensation Committee. Upon the exercise
      of a SAR, the Participant to whom the SAR is granted will have the right to
      receive the excess, if any, of:





(1) The
      Fair
      Market Value of one share of Stock on the date of exercise; over





(2) The
      grant
      price of the SAR as established by the Compensation Committee.




9




In
      the
      case of termination of employment or consultancy by the Company, a Parent or
      a
      Subsidiary (whether with or without cause), the value to be paid to the
      Participant for any vested SARs, shall be the excess, if any, of (a) the Fair
      Market Value of the Stock as of the date of such termination, over (b) the
      net
      book value of the Stock determined in good faith by the Compensation Committee
      in its sole discretion as of the last day of the month immediately preceding
      the
      Termination Date.





7.2 VESTING
      OF BENEFITS. A Participant or his beneficiary shall only be entitled to receive
      payment for vested SARs as of the Termination Date.





7.3 OTHER
      TERMS. All awards of SARs shall be evidenced by an Award Agreement. The terms,
      methods of exercise, methods of settlement, form of consideration payable in
      settlement, and any other terms and conditions of any SAR shall be determined
      by
      the Compensation Committee at the time of the grant of the Award and shall
      be
      reflected in the Award Agreement.





ARTICLE
      8


PERFORMANCE
      UNITS





8.1 GRANT
      OF
      PERFORMANCE UNITS. The Compensation Committee is authorized to grant Performance
      Units on such terms and conditions as may be selected by the Compensation
      Committee. The Compensation Committee shall have the complete discretion to
      determine the number of Performance Units granted to an individual. All Awards
      of Performance Units shall be evidenced by an Award Agreement.





8.2 RIGHT
      TO
      PAYMENT. A grant of Performance Units gives the Participant rights, valued
      as
      determined by the Compensation Committee, and payable to, or exercisable by,
      the
      Participant to whom the Performance Units are granted, in whole or in part,
      as
      the Compensation Committee shall establish at grant or thereafter. The
      Compensation Committee shall set performance goals and other terms or conditions
      to payment of the Performance Units in its sole discretion which, depending
      on
      the extent to which they are met, will determine the number and value of
      Performance Units that will be paid to the Participant.





8.3 OTHER
      TERMS. Performance Units may be payable in cash, Stock, or other property,
      and
      have such other terms and conditions as determined by the Compensation Committee
      and reflected in the Award Agreement.





ARTICLE
      9


RESTRICTED
      STOCK AWARDS





9.1 GRANT
      OF
      RESTRICTED STOCK. The Compensation Committee is authorized to make Awards of
      Restricted Stock in such amounts and subject to such terms and conditions as
      may
      be selected by the Compensation Committee. All Awards of Restricted Stock shall
      be evidenced by an Award Agreement.


10




9.2 ISSUANCE
      AND RESTRICTIONS. Any award of Restricted Stock shall be subject to such
      restrictions on transferability and other restrictions as the Compensation
      Committee may impose in its sole discretion (including, without limitation,
      limitations on the right to vote Restricted Stock or the right to receive
      dividends on the Restricted Stock) . These restrictions may lapse separately
      or
      in combination at such times, under such circumstances, in such installments,
      upon the satisfaction of performance goals or otherwise, as the Compensation
      Committee determines at the time of the grant of the Award or
      thereafter.





9.3 FORFEITURE.
      Except as otherwise determined by the Compensation Committee at the time of
      the
      grant of the Award or thereafter, upon termination of employment during the
      applicable restriction period or upon failure to satisfy a performance goal
      during the applicable restriction period, Restricted Stock that is at that
      time
      subject to restrictions shall be forfeited and reacquired by the Company;
      provided, the Compensation Committee may provide in any Award Agreement that
      restrictions or forfeiture conditions relating to Restricted Stock will be
      waived in whole or in part in the event of terminations resulting from specified
      causes, and the Compensation Committee may in other cases waive in whole or
      in
      part restrictions or forfeiture conditions relating to Restricted
      Stock.





9.4 CERTIFICATES
      FOR RESTRICTED STOCK. Restricted Stock granted under the Plan may be evidenced
      in such manner as the Compensation Committee shall determine. If certificates
      representing shares of Restricted Stock are registered in the name of the
      Participant, such certificates shall bear an appropriate legend referring to
      the
      terms, conditions, and restrictions applicable to such Restricted
      Stock.





ARTICLE
      10


PHANTOM
      STOCK AWARDS





10.1 GRANT
      OF
      PHANTOM STOCK. The Compensation Committee is authorized to make Awards of
      Phantom Stock in such amounts and subject to such terms and conditions as may
      be
      selected by the Compensation Committee. All Awards of Phantom Stock shall be
      evidenced by an Award Agreement.





10.2 ISSUANCE
      AND RESTRICTIONS. Phantom Stock shall be subject to such restrictions on
      transferability and other restrictions as the Compensation Committee may impose.
      These restrictions may lapse separately or in combination at such times, under
      such circumstances, in such installments, upon the satisfaction of performance
      goals or otherwise, as the Compensation Committee determines at the time of
      the
      grant of the Award or thereafter.


11




10.3 PAYMENT
      OF BENEFITS. Upon the Retirement, Disability, or death of the Participant,
      there
      shall be paid to the Participant, or in the event of the Participant’s death, to
      his or her beneficiary or beneficiaries, an amount equal to the Fair Market
      Value of the Participant’s vested Phantom Stock determined as of the last day of
      the month immediately preceding the Termination Date. In the case of termination
      of employment by the Company, a Parent or a Subsidiary, the value to be received
      by the Participant shall be the book value of such vested Phantom
      Stock Award determined in good faith by the Compensation Committee in its sole
      discretion as of the last day of the month immediately preceding the Termination
      Date





10.4 FORFEITURE.
      Except as otherwise determined by the Compensation Committee at the time of
      the
      grant of the Award or thereafter, upon termination of employment prior to the
      vesting of any Phantom Stock or upon failure to satisfy a performance goal
      specified in the Award Agreement during the applicable performance period,
      Phantom Stock that is not fully vested shall be forfeited; provided, however,
      the Compensation Committee may provide in any Award Agreement that restrictions
      or forfeiture conditions relating to the Phantom Stock will be waived in whole
      or in part in the event of terminations resulting from specified causes, and
      the
      Compensation Committee may in other cases waive in whole or in part restrictions
      or forfeiture conditions relating to Phantom Stock.





10.5 OTHER
      TERMS. Awards of Phantom Stock may be payable in cash, Stock, or other property,
      and have such other terms and conditions as determined by the Compensation
      Committee and reflected in the Award Agreement.





ARTICLE
      11


DIVIDEND
      EQUIVALENTS





11.1 GRANT
      OF
      DIVIDEND EQUIVALENTS. The Compensation Committee is authorized to grant Dividend
      Equivalents subject to such terms and conditions as may be selected by the
      Compensation Committee. Dividend Equivalents shall entitle the Participant
      to
      receive payments equal to dividends with respect to all or a portion of the
      number of shares of Stock subject to an Award, as determined by the Compensation
      Committee. The Compensation Committee may provide that Dividend Equivalents
      be
      paid when accrued or be deemed to have been reinvested in additional shares
      of
      Stock and paid at some future date.





ARTICLE
      12


OTHER
      STOCK-BASED AWARDS





12.1 GRANT
      OF
      OTHER STOCK-BASED AWARDS. The Compensation Committee is authorized, subject
      to
      limitations under applicable law, to grant such other Awards that are payable
      in, valued in whole or in part by reference to, or otherwise based on or related
      to shares of Stock, as deemed by the Compensation Committee to be consistent
      with the purposes of the Plan, including without limitation shares of Stock
      awarded purely as a “bonus” and not subject to any restrictions or conditions,
      convertible or exchangeable debt securities, other rights convertible or
      exchangeable into shares of Stock, and Awards valued by reference to book value
      of shares of Stock or the value of securities of or the performance of a Parent
      or a Subsidiary. The Compensation Committee shall determine the terms and
      conditions of such Awards.


12




ARTICLE
      13


PROVISIONS
      APPLICABLE TO AWARDS





13.1 STAND-ALONE,
      TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the Plan may, in the
      discretion of the Compensation Committee, be granted either alone or in addition
      to, in tandem with, or in substitution for, any other Award granted under the
      Plan. If an Award is granted in substitution for another Award, the Compensation
      Committee may require the surrender of such other Award in consideration of
      the
      grant of the new Award. Awards granted in addition to or in tandem with other
      Awards may be granted either at the same time as or at a different time from
      the
      grant of such other Awards.





13.2 EXCHANGE
      PROVISIONS. The Compensation Committee may at any time offer to exchange or
      buy
      out any previously granted Award for a payment in cash, Stock, or another Award
      (subject to Section 15.1), based on the terms and conditions the Compensation
      Committee determines and communicates to the Participant in writing at the
      time
      the offer is made.





13.3 LIMITS
      ON
      TRANSFER. No right or interest of a Participant in any unexercised or restricted
      Award may be pledged, encumbered, or hypothecated to or in favor of any party
      other than the Company, a Parent or Subsidiary, or shall be subject to any
      lien,
      obligation, or liability of such Participant to any other party other than
      the
      Company, a Parent or Subsidiary. No unexercised or restricted Award shall be
      assignable or transferable by a Participant other than by will or the laws
      of
      descent and distribution; provided, the Compensation Committee may (but need
      not) permit other transfers as it determines in its sole
      discretion.





13.4 BENEFICIARIES.
      Notwithstanding Section 13.3, a Participant may, in the manner determined by
      the
      Compensation Committee, designate a beneficiary to exercise the rights of the
      Participant and to receive any distribution with respect to any Award upon
      the
      Participant’s death. A beneficiary, legal guardian, legal representative, or
      other person claiming any rights under the Plan is subject to all terms and
      conditions of the Plan and any Award Agreement applicable to the Participant,
      except to the extent the Plan and Award Agreement otherwise provide, and to
      any
      additional restrictions deemed necessary or appropriate by the Compensation
      Committee. If no beneficiary has been designated or survives the Participant,
      payment shall be made to the Participant’s estate. Subject to the foregoing, a
      beneficiary designation may be changed or revoked by a Participant at any time
      provided the change or revocation is filed with the Compensation
      Committee.





13.5 STOCK
      CERTIFICATES. The issuance of Stock certificates under the Plan shall be subject
      to and conditioned upon compliance with all applicable securities laws, rules
      and regulations and the rules of any national securities exchange or automated
      quotation system on which the Stock is listed, quoted, or traded. The
      Compensation Committee may place legends on any Stock certificate to reference
      restrictions applicable to the Stock.


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13.6 ACCELERATION
      UPON DEATH, DISABILITY OR RETIREMENT. Notwithstanding any other provision in
      the
      Plan or any Participant’s Award Agreement to the contrary, upon the
      Participant’s death, Disability or Retirement, all outstanding Awards shall
      become fully vested.





13.7 TERMINATION
      OF EMPLOYMENT. Whether military, government or other service or other leave
      of
      absence shall constitute a termination of employment shall be determined in
      each
      case by the Compensation Committee at its discretion and subject to applicable
      law, and any determination by the Compensation Committee shall be final and
      conclusive. A termination of employment shall not occur in a circumstance in
      which a Participant transfers from the Company to a Parent or a Subsidiary,
      transfers from a Parent or Subsidiary to the Company, or transfers from a Parent
      or Subsidiary to another Parent or Subsidiary.





13.8 FORFEITURE/RESCISSION
      OF AWARDS; RESTRICTIVE COVENANTS.





(a) FORFEITURE/RESCISSION
      OF AWARDS. The Compensation Committee may cancel, rescind, suspend, withhold
      or
      otherwise limit or restrict any Awards (whether vested or unvested, whether
      paid
      or unpaid) at any time, if the Participant is not in full compliance with all
      applicable provisions of the Plan, the Award Agreement, and any terms and
      conditions of the Participant’s employment with the Company, a Parent or a
      Subsidiary. Upon exercise, payment or delivery pursuant to an Award, the
      Participant shall certify in a manner acceptable to the Company that the
      Participant is in full compliance with all such provisions. In the event the
      Participant fails to comply with such provisions, any unexercised or unpaid
      Awards shall automatically and immediately terminate and be forfeited. In
      addition, in the event the Participant fails to comply with such provisions
      prior to, or during the six month period following such exercise, payment or
      delivery, any Awards granted to the Participant may be rescinded within two
      years thereafter. In the event of rescission, the Participant shall pay to
      the
      Company the amount of any gain realized or payment received in connection with
      the Award, in such manner and on such terms and conditions as may be required,
      and the Company, a Parent or a Subsidiary shall be entitled to set-off against
      the amount of any such Award any amount owed to the Participant by the Company,
      a Parent or a Subsidiary.


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(b) NON-COMPETITION.
      As a
      condition to the receipt of Awards hereunder, each Participant, upon severance
      of employment with the Company, a Parent or a Subsidiary, shall execute an
      agreement in writing whereby, in consideration of the receipt of any payment
      under the Plan, Participant agrees not to engage in any business or practice,
      either as a shareholder, owner, partner, director, officer, employee,
      consultant, or otherwise, in competition with the Company, a Parent or any
      Subsidiary, or otherwise take any action prejudicial to the interests of the
      Company, a Parent or any Subsidiary, for a period of two (2) years (or such
      shorter period as provided in the employment agreement for a Participant who
      is
      not an officer or director of the Company) following the
      Participant’s Termination Date. For such purposes, a Participant during such
      protected period shall not engage in soliciting business from any client of
      the
      Company, a Parent or any Subsidiary as set forth within such Participants
      employment agreement or disclose any “confidential information” to others
      associated with the business of the Company, a Parent or any Subsidiary. For
      purposes of this Article 13, confidential information is defined as any
      information, knowledge or data of the Company the Participant may have received
      during the course of his employment with the Company, a Parent or any Subsidiary
      relating to programs, business processes, methods, designs, equipment,
      materials, procedures, compositions, inventions, financial information
      (including sales figures, projections, or estimates), lists, names, addresses,
      phone numbers of customers or customer employees, or trade secrets.





(c) CONFIDENTIALITY.
      Each Participant, as a condition to being granted Awards hereunder, agrees
      that
      the number of Awards awarded to the Participant, the vesting schedule, the
      Fair
      Market Value or net book value of any Performance Unit or the underlying Stock
      of the Company, and any other information regarding the Company, a Parent or
      any
      Subsidiary, the results of its operations or other matters shall remain
      confidential and the Participant shall not disclose any such information without
      the prior written consent of the Board of Directors. The Participant further
      acknowledges that the Company deems all information regarding the Participants
      and Awards awarded hereunder to be confidential and proprietary
      information.





ARTICLE
      14


CHANGES
      IN CAPITAL STRUCTURE





14.1 GENERAL.
      In the event a stock dividend is declared upon the Stock, the shares of Stock
      then subject to each Award shall be increased proportionately without any change
      in the aggregate purchase price therefor. In the event the Stock shall be
      changed into or exchanged for a different number or class of shares of stock
      or
      securities of the Company or of another corporation, whether through
      reorganization, recapitalization, reclassification, share exchange, stock
      split-up, combination of shares, merger or consolidation, the authorization
      limits under Article 4 on the number of Shares shall be adjusted
      proportionately, and there shall be substituted for each such share of Stock
      then subject to each Award the number and class of shares into which each
      outstanding share of Stock shall be so exchanged, all without any change in
      the
      aggregate purchase price for the shares then subject to each Award, or, subject
      to Section 15.2, there shall be made such other equitable adjustment as the
      Compensation Committee may, in its sole and absolute discretion,
      approve.





ARTICLE
      15


AMENDMENT,
      MODIFICATION AND TERMINATION




15.1 AMENDMENT,
      MODIFICATION AND TERMINATION. Subject to the Compensation Committee’s ability to
      amend and modify the Plan as provided herein, the Board may, at any time and
      from time to time, amend, modify or terminate the Plan without
      shareholder


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approval;
      provided, the Board may condition any amendment or modification on the approval
      of shareholders of the Company if such approval is necessary or deemed advisable
      with respect to tax, securities or other applicable laws, policies or
      regulations.





15.2 AWARDS
      PREVIOUSLY GRANTED. At any time and from time to time, the Compensation
      Committee may amend, modify or terminate any outstanding Award without approval
      of the Participant; provided, except as otherwise provided in the Plan, the
      exercise price of any Option may not be reduced and the original term of any
      Option may not be extended.





ARTICLE
      16


GENERAL
      PROVISIONS





16.1 NO
      RIGHTS
      TO AWARDS. No Participant or other individual shall have any claim to be granted
      any Award under the Plan, and neither the Company nor the Compensation Committee
      is obligated to treat Participants or other individuals uniformly.





16.2 NO
      SHAREHOLDER RIGHTS. No Award shall give the Participant any of the rights of
      a
      shareholder of the Company unless and until shares of Stock are in fact issued
      to such person in connection with such Award.





16.3 WITHHOLDINGS.
      The Company or any Parent or Subsidiary shall have the authority and the right
      to deduct or withhold, or require a Participant to remit to the Company, an
      amount sufficient to satisfy the minimum taxes (including the Participant’s FICA
      or Medicare tax obligation) required by law to be withheld with respect to
      any
      taxable event arising as a result of the Plan. With respect to withholdings
      required upon any taxable event under the Plan, the Compensation Committee
      may,
      at the time the Award is granted or thereafter, require or permit that any
      such
      withholdings requirement be satisfied, in whole or in part, by withholdings
      from
      the Award shares of Stock having a Fair Market Value on the date of withholdings
      equal to the minimum amount (and not any greater amount) required to be withheld
      for tax purposes, all in accordance with such procedures as the Compensation
      Committee may establish.





16.4 NO
      RIGHT
      TO CONTINUED SERVICE. Nothing in the Plan or any Award Agreement shall interfere
      with or limit in any way the right of the Company or any Parent or Subsidiary
      to
      terminate any Participant’s employment or status as an officer or director at
      any time, nor confer upon any Participant any right to continue as an employee,
      officer, consultant, independent contractor, advisor or director of the Company
      or any Parent or Subsidiary.





16.5 UNFUNDED
      STATUS OF AWARDS. The Plan is intended to be unfunded and shall not create
      a
      trust or a separate fund or funds. With respect to any payments not yet made
      to
      a Participant pursuant to an Award, nothing contained in the Plan or any Award
      Agreement shall give the Participant any rights that are greater than those
      of a
      general unsecured creditor of the Company, a Parent or a
      Subsidiary.


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16.6 INDEMNIFICATION.
      To the extent allowable under applicable law, each member
      of
      the Compensation Committee shall be indemnified and held harmless by the Company
      from any loss, cost, liability, or expense that may be imposed upon or
      reasonably incurred by such member in connection with or resulting from any
      claim, action, suit, or proceeding to which such member may be a party or in
      which he may be involved by reason of any action or failure to act under the
      Plan and against and from any and all amounts paid by such member in
      satisfaction of judgment in such action, suit, or proceeding against him
      provided he gives the Company an opportunity, at its own expense, to handle
      and
      defend the same before he undertakes to handle and defend it on his own behalf.
      The foregoing right of indemnification shall not be exclusive of any other
      rights of indemnification to which such persons may be entitled under the
      Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
      or any power that the Company may have to indemnify them or hold them
      harmless.





16.7 RELATIONSHIP
      TO OTHER BENEFITS. No payment under the Plan shall be taken into account in
      determining any benefits under any pension, retirement, savings, profit sharing,
      group insurance, welfare or benefit plan of the Company or any Parent or
      Subsidiary unless provided otherwise in such other plan.





16.8 EXPENSES.
      The expenses of operating and administering the Plan shall be borne by the
      Company, its Parent and its Subsidiaries.





16.9 TITLES
      AND HEADINGS. The titles and headings of the Sections in the Plan are for
      convenience of reference only, and in the event of any conflict, the text of
      the
      Plan, rather than such titles or headings, shall control.





16.10 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.





16.11 FRACTIONAL
      SHARES. No fractional shares of Stock shall be issued and the Compensation
      Committee shall determine, in its discretion, whether cash shall be given in
      lieu of fractional shares or whether such fractional shares shall be eliminated
      by rounding up.





16.12 GOVERNMENT
      AND OTHER REGULATIONS. The obligation of the Company to make payment of Awards
      in Stock or otherwise shall be subject to all applicable laws, rules, and
      regulations, and to such approvals by government agencies as may be required.
      The Company shall be under no obligation to register under the 1933 Act, or
      any
      state securities act, any of the shares of Stock paid under the Plan. The shares
      paid under the Plan may in certain circumstances be exempt from registration
      under the 1933 Act, and the Company may restrict the transfer of such shares
      in
      such manner as it deems advisable to ensure the availability of any such
      exemption.





16.13 GOVERNING
      LAW. To the extent not governed by federal law, the Plan and all Award
      Agreements shall be construed in accordance with and governed by the laws of
      the
      State of Delaware.


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16.14 SEVERABILITY.
      Each provision of the Plan shall be interpreted where possible in a manner
      necessary to sustain its legality and enforceability. The unenforceability
      of
      any provision of the Plan in a specific situation, or the unenforceability
      of
      any portion of any provision of the Plan in a specific situation, shall not
      affect the enforceability of (a) that provision or a portion of such provision
      in another situation, or (b) the other provisions or portions of provisions
      of
      the Plan if such other provisions or the remaining portions could then continue
      to conform with the purposes of the Plan and the terms and requirements of
      applicable law. To the extent any provision of the Plan or a portion of such
      provision is found to be illegal or unenforceable, the Compensation Committee
      shall be authorized and empowered to reform such deficiency to the extent
      necessary to make it valid and enforceable under applicable law.





16.15 ADDITIONAL
      PROVISIONS. Each Award Agreement may contain such other terms and conditions
      as
      the Compensation Committee may determine; provided, such other terms and
      conditions are not inconsistent with the provisions of this Plan. To the extent
      any Award Agreement is inconsistent with the terms and conditions of this Plan,
      the terms and conditions of this Plan shall govern and the Compensation
      Committee shall be authorized and empowered to correct any defect, omission
      or
      inconsistency in any Award Agreement in a manner and to an extent it shall
      deem
      necessary or advisable.




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