EXHIBIT
10.41


AVERION INTERNATIONAL CORP.


2005 EQUITY INCENTIVE PLAN, AS
AMENDED


1.   PURPOSES.   The primary purpose of
this Averion International Corp. 2005 Equity Incentive Plan (the “Plan”) is to provide a means by
which the Company can retain and maximize the services of its current
Employees, Directors and Consultants, and secure, retain and maximize the
services of new Employees, Directors and Consultants, by providing Stock
Awards, including Incentive Stock Options, Nonstatutory Stock Options, Restricted
Stock Awards and stock bonuses, to such persons on the terms and conditions set
forth in the Plan. In addition, the Plan is intended to generate proceeds from
the sale of Common Stock pursuant to Stock Awards that shall be used as general
funds of the Company


2.   DEFINED
TERMS.   Capitalized
terms in this Plan shall have the meanings set forth in Appendix A attached hereto,
unless defined elsewhere in this Plan or the context of their use clearly
indicates a different meaning.


3.   ADMINISTRATION.


3.1   Authority of Board.   Until
the Board decides to delegate administration of the Plan to a Committee as set
forth in Section 3.2 below, the Board shall have full authority to administer
the Plan, subject only to the express provisions and limitations set forth in
the Plan and any applicable laws. 
Without limiting the generality of the foregoing, the Board shall be
fully empowered to: (i) determine, from time to time, the recipients of Stock
Awards and the terms upon which Stock Awards shall be granted to such recipients;
(ii) construe and interpret, and correct any defects, omissions or
inconsistencies in, the Plan and any Stock Awards; (iii) terminate, suspend or
amend the Plan or any Stock Award as provided in Section 11; and (iv) exercise
such powers and perform such acts consistent with the provisions of the Plan as
the Board deems necessary or expedient to promote the best interests of the
Company and its stockholders. The determinations of the Board with respect to
the Plan shall not be subject to review by any Person and shall be final,
binding and conclusive on the Company and all other Persons.


3.2   Delegation to Committee.   In
accordance with the Board’s authority under the Delaware General Corporation
Law and the Company’s Bylaws, the Board shall delegate administration of the
Plan to a Committee, which Committee shall be comprised of at least two (2) members
who qualify as “outside directors” within the meaning of
Section 162(m) of the Code, and which Committee shall, upon such
delegation, be empowered to exercise the full authority of the Board with
respect to the Plan.


4.   COMMON STOCK SUBJECT TO THE PLAN.


4.1   Reserve Pool.   Subject
to the provisions of Section 10 relating to Capitalization
Adjustments, an aggregate of 100,000,000 shares of Common Stock (the “Reserve Pool”) may be issued
pursuant to Stock Awards. If any Stock Award shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in
full, the shares of Common Stock not acquired under such Stock Award shall
automatically revert to the Reserve Pool and again become available for
issuance under the Plan. During the term of the Plan, the Company shall keep
available in the Reserve Pool at all times a number of shares of Common Stock
sufficient to satisfy all outstanding Stock Awards.


4.2   Limitation on Number of Shares.   To
the extent required by CCR Title 10, the total number of shares of Common
Stock issuable upon exercise of all outstanding Stock Awards, together with the
total number of shares of Common Stock provided for under any stock bonus or
similar plan of the Company, shall not exceed the applicable percentage as
calculated in accordance with the conditions and exclusions of CCR Title 10,
based on the shares of Common Stock of the Company that are outstanding at the
time the calculation is made.


4.3   Stock Award Limitations per
Participant.   Subject to adjustment as
provided in Section 10 of the Plan, no eligible Employee, Director or
Consultant may be granted any Stock Award(s) under the Plan for more than
20,000,000 shares of Common Stock, in the aggregate in any calendar year.
















5.   ELIGIBILITY.


5.1   Employees.   Employees
shall be eligible to receive each of the types of Stock Awards provided for in
the Plan.


5.2   Directors.   Directors
shall be eligible to receive each of the types of Stock Awards, except Incentive
Stock Options, provided for in the Plan.


5.3   Consultants.   To
the extent permitted by applicable law, consultants shall be eligible to
receive each of the types of Stock Awards, except Incentive Stock Options,
provided for in the Plan.


5.4   Ten Percent Stockholders.   In
addition to any other applicable restrictions set forth in this Section 5,
a Ten Percent Stockholder shall not be granted: (i) an Incentive Stock
Option unless the exercise price of such Incentive Stock Option is at least one
hundred ten percent (110%) of the Fair Market Value of the Common Stock on the
date of grant and such  Incentive Stock
Option is not exercisable after the expiration of five (5) years from the
date of grant; (ii) a Nonstatutory Stock Option unless the exercise price
of such Nonstatutory Stock Option is at least one hundred ten percent (110%) of
the Fair Market Value of the Common Stock on the date of grant; or (iii) a
Restricted Stock Award unless the purchase price of the Common Stock issuable
upon exercise of such Restricted Stock Award is at least one hundred percent
(100%) of the Fair Market Value of the Common Stock on the date of grant.


5.5   Proprietary Information and
Inventions Agreement.


(a)   Prior to being granted
any Award under the Plan, each Employee shall have executed and delivered to
the Company a copy of the Company’s standard proprietary information and
inventions agreement or such other agreement containing similar obligations of
confidentiality as may be approved by the Board at the time the Award is
granted (any such agreement being referred to herein as a “Proprietary
Information and Inventions Agreement”). In the event that any
Award is inadvertently granted to an Employee who has not, as of the date of
such grant, entered into a Proprietary Information and Inventions Agreement
with the Company, such Award shall be deemed null and void ab initio.


(b)   In the event that any
Employee breaches any provision of the Proprietary Information and Inventions
Agreement between such Employee and the Company, such Employee shall no longer
be eligible to receive Awards pursuant to this Plan. Moreover, such Employee
shall be deemed, as of the date of such Employee’s breach of such Proprietary
Information and Inventions Agreement, to have forfeited all outstanding Awards
previously granted to and then held by such Employee, regardless of whether
such Awards are then vested or exercisable.


6.   PROVISIONS APPLICABLE TO ALL STOCK
AWARDS.


6.1   No Stockholder Rights.   No
Participant shall be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Common Stock subject to any  Stock Award held by such Participant unless
and until such Participant has satisfied all requirements for the exercise of
the Stock Award pursuant to its terms.


6.2   No Employment or Other Service
Rights.   Nothing in the Plan or any Stock
Award Agreement shall confer upon any Participant any right to continue to
serve the Company or an Affiliate in any capacity. Likewise, nothing in the
Plan or any Stock Award shall affect the right of the Company or any applicable
Affiliate to terminate: (i) the employment of an Employee with or without
notice and with or without Cause; (ii) the service of a Consultant
pursuant to the terms of such Consultant’s agreement with the Company or an
Affiliate; or (iii) the service of a Director pursuant to the bylaws of
the Company or any applicable Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be.


6.3   Investment Assurances.   At
any time that the issuance of the shares of Common Stock issuable upon the
exercise of a Stock Award has not been registered under an effective
registration statement under the Securities Act, the Company may:
(i) require a Participant, as a condition of acquiring Common Stock under
such Stock Award, to give written assurances satisfactory to the Company
(a) as to the Participant’s 



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knowledge and experience
in financial and business matters and capability to evaluate the merits and
risks of acquiring such Common Stock under such Stock Award and
(b) stating that the Participant is acquiring such Common Stock under the
Stock Award for the Participant’s own account and not with any present
intention of selling or otherwise distributing such Common Stock; and
(ii) place legends, including, without limitation, legends restricting the
transfer of such Common Stock, on any and all stock certificates representing
such Common Stock in order to comply with applicable securities laws.


6.4   Withholding Obligations.   To
the extent provided by the terms of a Stock Award Agreement, the Participant
may satisfy any federal, state or local tax withholding obligation relating to
the acquisition of Common Stock under a Stock Award by any of the following
means (in addition to the Company’s right to withhold from any compensation
paid to the Participant by the Company) or by a combination of such means:
(i) tendering a cash payment; or (ii) authorizing the Company to
withhold shares of Common Stock from the shares of Common Stock otherwise
issuable to the Participant as a result of the acquisition of Common Stock
under the Stock Award; provided, however, that no shares of Common Stock are withheld with a
value exceeding the minimum amount of tax required to be withheld by law (or
such lower amount as may be necessary to avoid variable award accounting).


6.5   Vesting.   The
Board or Committee may provide that the total number of shares of Common Stock
subject to a Stock Award shall vest in installments over any given period of
time. Criteria for determining the vesting of shares of Common Stock subject to
a Stock Award may be based solely on the passage of time or on any other
criteria, including, without limitation, the performance of the Participant,
deemed appropriate by the Board or Committee.


6.6   Acceleration of Exercisability and
Vesting.   The Board shall have the power to
accelerate the time at which a Stock Award may first be exercised or the time
during which a Stock Award or any part thereof will vest in accordance with the
Plan, notwithstanding the provisions in the Stock Award stating the time at
which it may first be exercised or the time during which it will vest.


6.7   Terms of Repurchase Options.   The
terms of any repurchase option in favor of the Company with respect to shares
of Common Stock issuable pursuant to a Stock Award shall be specified in the
applicable Stock Award Agreement. The price per share of Common Stock at which
such repurchase option may be exercised may be either: (i) the Fair Market
Value of the shares of Common Stock on the date of the termination of the
applicable Participant’s Continuous Service; or (ii) the lower of
(a) the Fair Market Value of the shares of Common Stock on the date of
repurchase and (b) the original purchase price per share of Common Stock
paid by the applicable Participant; provided, however, that terms of any repurchase option shall, if
applicable, comply at all times with the provisions of CCR Title 10 relating to
“presumptively reasonable” repurchase prices.


6.8   Information Obligation.   To
the extent required by CCR Title 10, the Company shall deliver financial
statements to Participants at least annually; provided,
however, that the obligation to deliver
financial statements shall not apply to Employees whose duties with the Company
assure them access to equivalent information.


6.9   Performance Targets;
Section 162(m) Performance Criteria.   To
the extent a Committee is delegated authority by the Board to administer the
Plan in accordance with Section 162(m) of the Code, and such
Committee determines it to be desirable to qualify Stock Awards as “performance-based
compensation” under Section 162(m) of the Code, then the Committee
shall in setting performance targets for such Stock Awards consider the
following performance criteria with respect to the Company: net earnings
(either before or after interest, taxes, depreciation and amortization),
economic value-added, gross or net sales, gross or net revenue, net income
(either before or after taxes), operating income or earnings, operating margin,
cash flow (including, but not limited to, operating cash flow and fee cash
flow), return on capital, return on net assets, return on stockholders’ equity,
return on assets, stockholder returns, gross or net profit margin,
productivity, expense, margins, operating efficiency, cost reductions or savings,
funds from operations, client satisfaction, working capital, earnings per
share, price per share of Common Stock, and market share, any of which may be
measured either in absolute terms or as compared to any incremental increase or
decrease, or as compared to results of a peer group, each as determined in
accordance with 



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generally accepted
accounting principles or subject to such adjustments as may be specified by the
Committee. The Committee shall define in an objective fashion the manner of
calculating the performance criteria it selects and may, in its discretion,
within the time prescribed by Section 162(m) of the Code, adjust or
modify the calculation of performance targets for a performance period in order
to prevent the dilution or enlargement of the rights of participants in the
Plan: (a) in the event of, or in an anticipation of, any unusual or
extraordinary corporate item, transaction, event or development, or (b) in
recognition of, or in anticipation of, any other unusual or non-recurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.


7.   OPTIONS.


7.1   Stock Award Agreements for Options.   Each
Stock Award Agreement for an Option shall be in such form and shall contain
such terms and conditions as the Board or Committee shall deem appropriate. The
terms and conditions of such Stock Award Agreements may change from time to
time, and the terms and conditions of Stock Award Agreements for separate
Options need not be identical; provided, however, that each Stock Award Agreement for an Option shall
include (through incorporation of provisions hereof by reference in the Stock
Award Agreement or otherwise) the substance of the provisions set forth in this
Section 7.


7.2   Designation.   All
Options shall be separately designated Incentive Stock Options or Nonstatutory
Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates shall be issued for shares of Common Stock purchased
on exercise of each type of Option.


7.3   Term.   Subject
to the provisions of Section 5.4 above, no Option shall be exercisable
after the expiration of ten (10) years from the date it was granted.


7.4   Minimum Vesting.   Notwithstanding
Section 6.5 above, to the extent required by CCR Title 10:
(i) Options granted to an Employee who is not an Officer, Director or
Consultant shall provide for vesting of the total number of shares of Common
Stock at a rate of at least twenty percent (20%) per year over five (5) years
from the date the Option was granted, subject to reasonable conditions such as
Continuous Service; and (ii) Options granted to Officers, Directors or
Consultants may be made fully exercisable at any time or during any period
established by the Board or Committee, subject to reasonable conditions such as
Continuous Service.


7.5   Consideration.


(a)   The purchase price of
Common Stock acquired pursuant to an Option shall be paid, to the extent
permitted by applicable statutes and regulations, either: (i) in cash at
the time the Option is exercised; or (ii) pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Common Stock,
results in either the receipt by the Company of cash (or a check) in the amount
of, or the receipt by the Company of a copy of irrevocable instructions
previously delivered by the purchaser to the purchaser’s broker instructing
such broker to pay to the Company an amount equal to, the aggregate exercise
price for the number of shares of Common Stock being issued to the purchaser in
connection with the exercise of the Option from the proceeds of the
simultaneous sale of the Common Stock.


(b)   Notwithstanding
Section 7.5(a) above: (i) unless otherwise specifically provided
in the Option, the purchase price of Common Stock acquired pursuant to an
Option that is paid by delivery to the Company of other Common Stock acquired,
directly or indirectly from the Company, shall be paid only by shares of the
Common Stock of the Company that have been held for more than six
(6) months (or such longer or shorter period of time required to avoid a
charge to earnings for financial accounting purposes); and (ii) in the
case of any deferred payment arrangement, interest shall be compounded at least
annually and shall be charged at the minimum rate of interest necessary to
avoid (a) the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement and (b) the treatment of the Option as a
variable award for financial accounting purposes.



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7.6   Early Exercise.   An
Option may include a provision whereby the Participant may elect at any time
before the Participant’s Continuous Service terminates to exercise the Option
as to any part or all of the shares of Common Stock subject to the Option prior
to the full vesting of such shares of Common Stock. Subject to Section 6.7
above, any unvested shares of Common Stock so purchased may be subject to a
repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate.


7.7   Termination of Continuous Service.


(a)   Termination Other Than for Cause or As a
Result of Death or Disability.   In the event that a
Participant’s Continuous Service terminates other than for Cause or as a result
of the Participant’s Disability or death, the Participant may exercise his or
her Option (to the extent that the Participant was entitled to exercise such
Option as of the date of termination) at any time within the period (the “Post-Termination Exercise Period”)
ending on the earlier of: (i) the expiration of the term of the Option as
set forth in the applicable Stock Award Agreement; or (ii) the date three
(3) months following the termination of the Participant’s Continuous
Service (or such longer or shorter period specified in the applicable Stock
Award Agreement, which period shall not be less than thirty (30) days). If,
after the termination of such Participant’s Continuous Service, such
Participant does not exercise his or her Option within such Post-Termination
Exercise Period, the Option shall terminate.


(b)   Termination for Cause.   In
the event a Participant’s Continuous Service is terminated for Cause, the
Option shall terminate upon the termination date of such Participant’s
Continuous Service, and the Participant shall be prohibited from exercising his
or her Option as of the time of such termination.


(c)   Termination As a Result of Disability.   In
the event that a Participant’s Continuous Service terminates as a result of the
Participant’s Disability, the Participant may exercise his or her Option (to
the extent that the Participant was entitled to exercise such Option as of the
date of termination), at any time during the Post-Termination Exercise Period
ending on the earlier of: (i) the expiration of the term of the Option as
set forth in the Stock Award Agreement; or (ii) the date twelve (12)
months following such termination of Continuous Service (or such longer or
shorter period specified in the Stock Award Agreement, which period shall not
be less than six (6) months). If, after termination of Continuous Service,
the Participant does not exercise his or her Option within such
Post-Termination Exercise Period, the Option shall terminate.


(d)   Termination As a Result of Death.   In
the event that a Participant’s Continuous Service terminates as a result
of the Participant’s death or a Participant dies within any applicable
Post-Termination Exercise Period, then such Participant’s Option may be
exercised (to the extent the Participant was entitled to exercise such Option
as of the date of death) by the Participant’s estate, by a Person who acquired
the right to exercise the Option by bequest or inheritance or by a Person
designated to exercise the option upon the Participant’s death pursuant to
Section 7.8(b) or 7.9(b) below, at any time during the
Post-Termination Exercise Period ending on the earlier of: (i) the
expiration of the term of the Option as set forth in the Stock Award Agreement;
or (ii) the date eighteen (18) months following such termination of
Continuous Service (or such longer or shorter period specified in the Stock
Award Agreement, which period shall not be less than six (6) months). If,
after termination of Continuous Service, the Participant does not exercise his
or her Option within such Post-Termination Exercise Period, the Option shall
terminate.


7.8   Special Provisions for Incentive
Stock Options.


(a)   Exercise Price.   Subject
to the provisions of Section 5.4 above, the exercise price of each
Incentive Stock Option shall be not less than one hundred percent (100%) of the
Fair Market Value of the Common Stock subject to the Incentive Stock Option on
the date the Incentive Stock Option is granted. Notwithstanding the foregoing,
an Incentive Stock Option may be granted with an exercise price lower than that
set forth in the preceding sentence if such Incentive Stock Option is granted 



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pursuant
to an assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.


(b)   Transferability.   An
Incentive Stock Option shall not be transferable except by will or by the laws
of descent and distribution and shall be exercisable during the lifetime of the
Participant only by the Participant. Notwithstanding the foregoing, a Participant
may, by delivering written notice to the Company in a form satisfactory to the
Company, designate a third party who, in the event of the death of such
Participant, shall thereafter be entitled to exercise such Participant’s
Incentive Stock Option.


(c)   $100,000 Limitation.   To
the extent that the aggregate Fair Market Value (determined at the time of
grant) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Participant during any calendar year
under all plans of the Company and its Affiliates exceeds $100,000, the
Incentive Stock Options or portions thereof that exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Stock
Award Agreement(s).


7.9   Special Provisions for Nonstatutory
Stock Options.


(a)   Exercise Price.   Subject
to the provisions of Section 5.4 above, the exercise price of each
Nonstatutory Stock Option shall be not less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Nonstatutory Stock
Option on the date the Nonstatutory Stock Option is granted. Notwithstanding
the foregoing, a Nonstatutory Stock Option may be granted with an exercise
price lower than that set forth in the preceding sentence if such Nonstatutory
Stock Option is granted pursuant to an assumption or substitution for another
option in a manner satisfying the provisions of Section 424(a) of the
Code.


(b)   Transferability.   A
Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution and, to the extent provided in the Stock Award
Agreement and, if applicable, as permitted by CCR Title 10 at the time of
the grant of the Nonstatutory Stock Option, and shall be exercisable during the
lifetime of the Participant only by the Participant. If a Nonstatutory Stock
Option does not provide for transferability, then such Nonstatutory Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Participant
only by the Participant. Notwithstanding the foregoing, a Participant may, by
delivering written notice to the Company in a form satisfactory to the Company,
designate a third party who, in the event of the death of such Participant,
shall thereafter be entitled to exercise such Participant’s Nonstatutory Stock
Option.


8.   STOCK BONUSES.


8.1   Stock Award Agreements for Stock
Bonuses.   Each Stock Award Agreement for a
stock bonus shall be in such form and shall contain such terms and conditions
as the Board or Committee shall deem appropriate. The terms and conditions of
such Stock Award Agreements may change from time to time, and the terms and
conditions of Stock Award Agreements for separate stock bonuses need not be
identical; provided, however,
that each Stock Award Agreement for a stock bonus shall include (through
incorporation of provisions hereof by reference in the Stock Award Agreement or
otherwise) the substance of the provisions set forth in this Section 8.


8.2   Consideration.   A
stock bonus may be awarded in consideration for past services actually rendered
to the Company or an Affiliate for its benefit.


8.3   Termination of Participant’s
Continuous Service.   In the event that a
Participant’s Continuous Service terminates, the Company may reacquire, for no
consideration, any or all of the shares of Common Stock held by the Participant
that have not vested as of the date of termination under the terms of the Stock
Award Agreement for the stock bonus.


8.4   Transferability.   Rights
to acquire shares of Common Stock under the Stock Award Agreement for a stock
bonus shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Participant
only by the Participant.



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9.   RESTRICTED STOCK AWARDS.


9.1   Stock Award Agreements for
Restricted Stock Awards.   Each Stock Award
Agreement for a Restricted Stock Award shall be in such form and shall contain
such terms and conditions as the Board or Committee shall deem appropriate. The
terms and conditions of such Stock Award Agreements may change from time to
time, and the terms and conditions of Stock Award Agreements for separate Restricted
Stock Awards need not be identical; provided, however, that each Stock Award Agreement for a Restricted
Stock Award shall include (through incorporation of provisions hereof by
reference in the Stock Award Agreement or otherwise) the substance of the
provisions set forth in this Section 9.


9.2   Purchase Price.   At
the time of grant of a Restricted Stock Award, the Board or Committee will
determine the price to be paid by the Participant for each share of Common
Stock subject to such Restricted Stock Award. Subject to the provisions of
Section 5.4 above, the purchase price of Restricted Stock Awards shall not
be less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the date such Restricted Stock Award is made. A Restricted Stock Award
may be awarded as a stock bonus (i.e., with no cash purchase price to be
paid) to the extent permissible under applicable law.


9.3   Consideration.   At
the time of the grant of a Restricted Stock Award, the Board will determine the
consideration permissible for the payment of the purchase price of the
Restricted Stock Award. The purchase price of Common Stock acquired pursuant to
the Stock Award Agreement for the Restricted Stock Award shall be paid either:
(i) in cash at the time of purchase; (ii) at the discretion of the
Board, according to a deferred payment or other similar arrangement with the
Participant; (iii) by services rendered or to be rendered to the Company;
or (iii) in any other form of legal consideration that may be acceptable
to the Board in its discretion.


9.4   Termination of Participant’s
Continuous Service.   Subject to
Section 6.7, in the event that a Participant’s Continuous Service
terminates, the Company may repurchase or otherwise reacquire any or all of the
shares of Common Stock held by the Participant that have not vested as of the
date of termination under the terms of the Stock Award Agreement for such
Participant’s Restricted Stock Award.


9.5   Transferability.   Rights
to acquire shares of Common Stock under the Stock Award Agreement for a
Restricted Stock Award shall not be transferable except by will or by the laws
of descent and distribution and shall be exercisable during the lifetime of the
Participant only by the Participant.


10.   ADJUSTMENTS UPON CHANGES IN STOCK.


10.1   Capitalization Adjustments.   If
any change is made in, or other event occurs with respect to, the Common Stock
of the Company without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction (each a “Capitalization Adjustment”)), the Plan will
be appropriately adjusted in the class and maximum number of securities subject
to the Plan pursuant to Section 4.1, and the outstanding Stock Awards will
be appropriately adjusted in the class and number of securities and price per
share of Common Stock subject to such outstanding Stock Awards; provided, however, that
the conversion of any convertible securities of the Company shall not be
treated as a transaction “without receipt of consideration” by the Company and
shall not give rise to a Capitalization Adjustment pursuant to this
Section 10.1. The Board or Committee shall make such adjustments, which
shall be final, binding and conclusive.


10.2   Dissolution or Liquidation.   In
the event of a dissolution or liquidation of the Company, then all outstanding
Stock Awards shall terminate immediately prior to the completion of such
dissolution or liquidation, and shares of Common Stock subject to any
repurchase option in favor of the Company may be repurchased by the Company,
notwithstanding the fact whether or not the applicable Participant’s Continuous
Service has terminated.



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10.3   Corporate Transaction.


(a)   In the event of a
Corporate Transaction, any surviving corporation or acquiring corporation may
(but need not) assume or continue any or all Stock Awards outstanding under the
Plan or may (but need not) substitute similar stock awards for Stock Awards
outstanding under the Plan (including an award to acquire the same
consideration paid to the stockholders or the Company, as the case may be,
pursuant to the Corporate Transaction), and any reacquisition or repurchase
rights held by the Company in respect of Common Stock issued pursuant to Stock
Awards may be assigned by the Company to the successor of the Company or to the
acquiring corporation (or such successor’s or acquiring corporation’s parent
company), if any, in connection with such Corporate Transaction. In the event
any surviving corporation or acquiring corporation elects to assume or continue
any or all Stock Awards outstanding under the Plan, such Stock Awards shall
remain in effect in accordance with the terms of this Plan and the applicable
Stock Award Agreements, but shall thereafter represent the right to receive
(upon exercise thereof in accordance with the terms of such Stock Awards, if
applicable) for each share of Common Stock underlying each such Stock Award such
cash, securities or other property that would have been received by the
applicable Participant had such Participant exercised such Stock Award
immediately prior to the effective time of the Corporate Transaction.


(b)   In the event that, in
connection with a Corporate Transaction, any surviving corporation or acquiring
corporation does not assume or continue any or all such outstanding Stock
Awards or substitute similar stock awards for such outstanding Stock Awards,
then with respect to Stock Awards that have not been assumed, continued or
substituted, such Stock Awards shall terminate if not exercised (if applicable)
at or prior to the effective time of such Corporate Transaction, and any
reacquisition or repurchase rights held by the Company with respect to such
Stock Awards held by Participants whose Continuous Service has not terminated
shall (contingent upon the effectiveness of the Corporate Transaction) lapse.


10.4   Change in Control.   A
Stock Award held by any Participant whose Continuous Service has not terminated
prior to the effective time of a Change in Control may be subject to additional
acceleration of vesting and exercisability upon or after such Change in Control
as may be provided in the Stock Award Agreement for such Stock Award; provided, however, that
in the absence of any such provision in the Stock Award Agreement for such
Stock Award, no such acceleration shall occur.


11.   TERMINATION, SUSPENSION AND
AMENDMENT.


11.1   Termination or Suspension of the
Plan.   The Board may suspend or terminate the
Plan at any time. Unless sooner terminated, the Plan shall terminate on the day
before the tenth (10th)
anniversary of the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Stock Awards may be granted
under the Plan while the Plan is suspended or after it is terminated.


11.2   Amendment of the Plan and Stock
Awards.   Subject to Section 11.3 below,
the Board may, from time to time, amend the Plan or any Stock Award in any
manner it deems appropriate or necessary. Notwithstanding the foregoing, except
as expressly provided elsewhere in the Plan, no amendment to the Plan shall be
effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of
Section 162(m) of the Code, Section 422 of the Code, or the
listing requirements of the exchange or inter-dealer quotation system on which
the Company’s Common stock is traded.


11.3   No Impairment.   No
termination or suspension of the Plan or amendment of the Plan or any Stock
Award shall impair rights of a Participant with respect to any outstanding
Stock Award unless the Company receives the written consent of such
Participant.


12.   MISCELLANEOUS.


12.1   Compliance
with Laws.


(a)   This Plan and the
obligations of the Company with respect to any Stock Awards granted hereunder
shall be subject to all applicable federal and state securities laws. If, after
reasonable efforts, 



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the
Company is unable to obtain from any applicable regulatory commission or agency
the authority that legal counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock pursuant to such Stock Awards, then the
Company shall be relieved from any liability for failure to issue and sell
Common Stock in connection with such Stock Awards unless and until such
authority is obtained.


(b)   To facilitate the
grant of any Stock Award, the Committee may impose special terms for Stock
Awards granted to Participants who are foreign nationals or who are employed by
the Company or any Affiliate outside of the United States as the Board or
Committee may consider necessary or appropriate to accommodate differences in
local laws, tax policies or customs.


12.2   Severability.   If one or more provisions of this Plan are held
to be unenforceable under applicable law, such provision shall be excluded from
this Plan and the balance of the Plan shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms.


12.3   Governing Law.   The
law of the State of California shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to such
state’s conflict of laws rules.


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APPENDIX A


DEFINITIONS


“Affiliate”
means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in Sections
424(e) and (f), respectively, of the Code.


“Board”
means the Board of Directors of the Company.


“Cause”
means, with respect to a particular Participant, the occurrence of any of the following: 
(i) such Participant’s conviction of any felony or any crime
involving fraud; (ii) such Participant’s participation (whether by
affirmative act or omission) in a fraud or felonious act against the Company
and/or its Affiliates; (iii) such Participant’s violation of any statutory
or fiduciary duty, or duty of loyalty owed to the Company and/or its Affiliates
and which has a material adverse effect on the Company and/or its Affiliates;
(iv) such Participant’s violation of state or federal law in connection
with such Participant’s performance of such Participant’s job; (v) breach
of any material term of any contract between such Participant and the Company
and/or its Affiliates; and (vi) such Participant’s violation of any
material Company policy; provided, however, that the final determination that a termination is
for Cause shall be made by the Board or Committee, as applicable, in its sole
and exclusive judgment and discretion.


“CCR Title 10”  means Title 10 of the California
Code of Regulations, as amended from time to time.


“Change in Control”
means any Corporate Transaction or the occurrence, in any single transaction or
in any series of related transactions not approved by the Board, of any Person
becoming the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the
Company’s then-outstanding securities; provided, however, that notwithstanding the foregoing or any other
provision of this Plan, the definition of Change in Control (or any analogous
term) in an individual written agreement between the Company or any Affiliate
and the Participant shall supersede the foregoing definition with respect to
Stock Awards subject to such agreement (it being understood, however, that if
no definition of Change in Control or any analogous term is set forth in such
an individual written agreement, the foregoing definition shall apply).


“Code” means
the Internal Revenue Code of 1986, as amended.


“Committee”
means a committee comprised of two (2) or more “outside directors” within
the meaning of Section 162(m) of the Code appointed by the Board in
accordance with Section 3.2 of the Plan.


“Common Stock”
means the Company’s common stock, par value $0.001 per share.


“Company”
means Averion International Corp., a Delaware corporation.


“Consultant”
means any person, including an advisor, engaged by the Company or an Affiliate
to render consulting or advisory services and who is compensated for such
services; provided, however,
that the term “Consultant” shall not include Directors who are not compensated
by the Company for their services as Directors, and the payment of a fee by the
Company for services which the Board determines in its sole discretion are
services as a Director shall not cause a Director to be considered a “Consultant”
for purposes of the Plan.


“Continuous Service”
means that the Participant’s service with the Company or an Affiliate, whether
as an Employee, Director or Consultant, is not interrupted or terminated. A
change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the
entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s service with the Company or
an Affiliate, shall not terminate a Participant’s Continuous Service. For
example, a change in status from an Employee of the Company to a Consultant of
an Affiliate, or to a Director shall not constitute an interruption of
Continuous Service. The Board, Committee or any authorized Officer of the
Company, in that party’s sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave. Notwithstanding the foregoing, a leave of absence shall be
treated as Continuous Service for purposes of vesting in a Stock Award only to
such extent as may be provided in the Company’s leave of absence policy or in
the written terms of the Participant’s leave of absence.



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“Corporate
Transaction” means the occurrence, in a single transaction or in
a series of related transactions, of any one or more of the following events:


(a)           there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company if, immediately after the consummation of
such merger, consolidation or similar transaction, the stockholders of the
Company immediately prior thereto do not Own, directly or indirectly, either:
(i) outstanding voting securities representing more than fifty percent
(50%) of the combined outstanding voting power of the surviving Entity in such
merger, consolidation or similar transaction; or (ii) more than fifty
percent (50%) of the combined outstanding voting power of the parent of the
surviving Entity in such merger, consolidation or similar transaction;


(b)           the
stockholders of the Company approve or the Board approves a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company shall otherwise occur; or


(c)           there
is consummated a sale of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an Entity
more than fifty percent (50%) of
the combined voting power of the voting securities of which Entity is Owned by
stockholders of the Company in substantially the same proportion as their
Ownership of the Company immediately prior to such sale.


The term “Corporate Transaction” shall not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company.


“Director”
means a member of the Board.


“Disability”
means the inability of a person, in the opinion of a qualified physician
acceptable to the Company, to perform the duties of that person’s position with
the Company or an Affiliate because of the sickness or injury of the person.


“Employee”
means any person employed by the Company or an Affiliate; provided,
however, that service as a Director, or
payment of a fee by the Company for services which the Board determines in its
sole discretion are services as a Director or as a member of the Board of
Directors of an Affiliate, shall not be sufficient to constitute “employment”
by the Company or such Affiliate.


“Entity” means
any corporation (including any non-profit corporation), general
partnership, limited partnership, limited liability partnership, joint venture,
estate, trust, company (including any limited liability company or joint stock
company), firm or other enterprise, association, organization or entity.


“Fair Market Value”
means the closing price of a share of Common Stock of the Company, as quoted on
the exchange or inter-dealer quotation system on which the Company’s Common
Stock is then listed or quoted, as the case may be, on the date a Stock Award
is granted.


“Incentive Stock Option”
means an option to purchase shares of Common Stock that is intended to qualify
as an “incentive stock option” within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.


“Nonstatutory Stock Option”
means an option to purchase shares of Common Stock that is not intended to
qualify as an Incentive Stock Option.


“Officer”
means any person designated by the Company as an officer.


“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant
to the Plan.


A Person shall be deemed to “Own”, to have “Owned”, to be the “Owner” of, or to
have acquired “Ownership”
of securities if such Person, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares voting
power, which includes the power to vote or to direct the voting, with respect
to such securities.


“Participant”
means a person to whom a Stock Award is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Stock Award.


“Person”
means any natural person or Entity.



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“Plan” means
this Averion International Corp. 2005 Equity Incentive Plan.


“Restricted Stock Award”
means an award of shares of Common Stock, which is granted pursuant to the
terms and conditions of Section 9 of the Plan.


“Securities Act”
means the Securities Act of 1933, as amended.


“Stock Award”
means any right granted under the Plan, including an Option, a Restricted Stock
Award or a stock bonus.


“Stock Award Agreement”
means a written agreement between the Company and a Participant evidencing the
terms and conditions of an individual Stock Award. Each Stock Award Agreement
shall be subject to the terms and conditions of the Plan.


“Ten Percent Stockholder”
means a person who Owns (or is deemed to Own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates.


 



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