Filed by Automated Filing Services Inc. (604) 609-0244 - VECTr Systems Inc. - Exhibit 10.3






VECTR SYSTEMS INC. 
2007 EQUITY COMPENSATION PLAN


	1. 	
      Purpose of the Plan

	 	 	 	 
		
      The purpose of the 2007 Equity Compensation Plan (the
      "Plan") is to further the interests of VECTr SYSTEMS INC. (the
      "Company") and its shareholders by providing long-term performance
      incentives to directors, officers, selected employees and consultants of
      the Company and its Subsidiaries who are largely responsible for the
      management, growth and protection of the business of the Company and its
      Subsidiaries.

	 	 	 	 
	2. 	
      Definitions

	 	 	 	 
		
      For purposes of the Plan, the following terms shall be
      defined as set forth below:

	 	 	 	 
		(a) 	
      "Award" means any Option, SAR (including a Limited
      SAR), Restricted Stock, Stock granted as a bonus or in lieu of other
      awards, other Stock-Based Award, Tax Bonus or other cash payments granted
      to a Participant under the Plan.

	 	 	 	 
		(b) 	
      "Award Agreement" means the written agreement,
      instrument or document evidencing an Award.

	 	 	 	 
		(c) 	
      "Change of Control" means and includes each of the
      following:

	 	 	 	 
			(i) 	
      the acquisition, in one or more transactions, of
      beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
      Act) by any person or entity or any group of persons or entities who
      constitute a group (within the meaning of Section 13(d)(3) of the Exchange
      Act), other than a trustee or other fiduciary holding securities under an
      employee benefit plan of the Company or a Subsidiary, of any securities of
      the Company such that, as a result of such acquisition, such person,
      entity or group either (A) beneficially owns (within the meaning of Rule
      l3d-3 under the Exchange Act), directly or indirectly, more than 50% of
      the Company's outstanding voting securities entitled to vote on a regular
      basis for a majority of the members of the Board of Directors of the
      Company or (B) otherwise has the ability to elect, directly or indirectly,
      a majority of the members of the Board;

	 	 	 	 
			(ii) 	
      a change in the composition of the Board of Directors of
      the Company such that a majority of the members of the Board of Directors
      of the Company are not Continuing Directors; or

	 	 	 	 
			(iii) 	
      the stockholders of the Company approve a merger or
      consolidation of the Company with any other corporation, other than a
      merger or consolidation which would result in the voting securities of the
      Company outstanding immediately prior thereto continuing to represent
      (either by remaining







2

outstanding or by being converted into
voting securities of the surviving entity) at least 50% of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one or
more transactions) all or substantially all of the Company's assets.

	 		
      Notwithstanding the foregoing, the preceding events shall
      not be deemed to be a Change of Control if, prior to any transaction or
      transactions causing such change, a majority of the Continuing Directors
      shall have voted not to treat such transaction or transactions as
      resulting in a Change of Control.

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

	 	 	 
	 	(e) 	
      “Committee” has the meaning attributed to it in
      Section 3, below.

	 	 	 
	 	(f) 	
      "Continuing Director" means, as of any date of
      determination, any member of the Board of Directors of the Company who (i)
      was a member of such Board on the effective date of the Plan or (ii) was
      nominated for election or elected to such Board with the affirmative vote
      of a majority of the Continuing Directors who were members of such Board
      at the time of such nomination or election.

	 	 	 
	 	(g) 	
      "Exchange Act" means the Securities Exchange Act
      of 1934, as amended from time to time.

	 	 	 
	 	(h) 	
      "Fair Market Value" means, with respect to Stock,
      Awards, or other property, the fair market value of such Stock, Awards, or
      other property determined by such methods or procedures as shall be
      established from time to time by the Committee in good faith and in
      accordance with applicable law. Unless otherwise determined by the
      Committee, the Fair Market Value of Stock shall mean the mean of the high
      and low sales prices of Stock on the relevant date as reported on the
      stock exchange or market on which the Stock is primarily traded, or if no
      sale is made on such date, then the Fair Market Value is the weighted
      average of the mean of the high and low sales prices of the Stock on the
      next preceding day and the next succeeding day on which such sales were
      made, as reported on the stock exchange or market on which the Stock is
      primarily traded.

	 	 	 
	 	(i) 	
      "ISO" means any Option designated as an incentive
      stock option within the meaning of Section 422 of the Code.

	 	 	 
	 	(j) 	
      "Limited SAR" means an SAR exercisable only for
      cash upon a Change of Control or other event, as specified by the
      Committee.

	 	 	 
	 	(k) 	
      "Option" means a right granted to a Participant
      pursuant to Section 6(b) of this Agreement to purchase Stock at a
      specified price during specified time periods.







3

	 		
      An Option may be either an ISO or a nonstatutory Option
      (an Option not designated as an ISO).

	 	 	 
	 	(l) 	
      “Participant” means those persons receiving Awards
      as contemplated in Section 3 of this Agreement.

	 	 	 
	 	(m) 	
      "Restricted Stock" means Stock awarded to a
      Participant pursuant to Section 6(c) of this Agreement that may be subject
      to certain restrictions and to a risk of forfeiture.

	 	 	 
	 	(n) 	
      “Stock” means the common shares of the
    Company.

	 	 	 
	 	(o) 	
      "Stock-Based Award" means a right that may be
      denominated or payable in, or valued in whole or in part by reference to
      the market value of, Stock, including, but not limited to, any Option, SAR
      (including a Limited SAR), Restricted Stock, Stock granted as a bonus or
      Awards in lieu of cash obligations.

	 	 	 
	 	(p) 	
      "SAR" or "Stock Appreciation Right" means
      the right granted to a Participant pursuant to Section 6(d) of this
      Agreement to be paid an amount measured by the appreciation in the Fair
      Market Value of Stock from the date of grant to the date of exercise of
      the right, with payment to be made in cash, Stock or as specified in the
      Award, as determined by the Committee.

	 	 	 
	 	(q) 	
      "Subsidiary" shall mean any corporation,
      partnership, joint venture or other business entity of which 50% or more
      of the outstanding voting power is beneficially owned, directly or
      indirectly, by the Company.

	 	 	 
	 	(r) 	
      "Tax Bonus" means a payment in cash in the year in
      which an amount is included in the gross income of a Participant in
      respect of an Award of an amount equal to the federal, foreign, if any,
      and applicable state and local income and employment tax liabilities
      payable by the Participant as a result of (i) the amount included in gross
      income in respect of the Award and (ii) the payment of the amount in
      clause (i) and the amount in this clause (ii). For purposes of determining
      the amount to be paid to the Participant pursuant to the preceding
      sentence, the Participant shall be deemed to pay federal, foreign, if any,
      and state and local income taxes at the highest marginal rate of tax
      imposed upon ordinary income for the year in which an amount in respect of
      the Award is included in gross income, after giving effect to any
      deductions therefrom or credits available with respect to the payment of
      any such taxes.




	3. 	
      Administration of the Plan

	 	 
		
      The Plan shall be administered by the Board of Directors
      of the Company or, at the discretion of the Board, by a committee which
      may be comprised of one or more members of the Board. Any such committee
      designated by the Board, and the Board itself acting in its capacity as
      administrator of the 2007 Equity Compensation Plan, is referred to herein
      as the "Committee." After any such designation, no member of the Committee
      while serving as such shall be eligible for participation in the Plan
      unless such member







4

		
      discloses his or her interest and abstains from voting on
      his or her Award. Any action of the Committee in administering the Plan
      shall be final, conclusive and binding on all persons, including the
      Company, its Subsidiaries, employees, Participants, persons claiming
      rights from or through Participants and stockholders of the
  Company.

	 	 
		
      Subject to the provisions of the Plan, the Committee
      shall have full and final authority in its discretion (a) to select
      directors, officers, employees or consultants who will receive Awards
      pursuant to the Plan ("Participants"), (b) to determine the type or
      types of Awards to be granted to each Participant, (c) to determine the
      number of shares of Stock to which an Award will relate, the terms and
      conditions of any Award granted under the Plan (including, but not limited
      to, restrictions as to transferability or forfeiture, exercisability or
      settlement of an Award and waivers or accelerations thereof, and waivers
      of or modifications to performance conditions relating to an Award, based
      in each case on such considerations as the Committee shall determine) and
      all other matters to be determined in connection with an Award; (d) to
      determine whether, to what extent, and under what circumstances an Award
      may be settled, 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; (e) to determine whether, and to certify that,
      performance goals to which the settlement of an Award is subject are
      satisfied; (f) to correct any defect or supply any omission or reconcile
      any inconsistency in the Plan, and to adopt, amend and rescind such rules
      and regulations as, in its opinion, may be advisable in the administration
      of the Plan; and (g) to make all other determinations as it may deem
      necessary or advisable for the administration of the Plan. The Committee
      may delegate to officers or managers of the Company or any Subsidiary or
      to unaffiliated service providers the authority, subject to such terms as
      the Committee shall determine, to perform administrative functions and to
      perform such other functions as the Committee may determine, to the extent
      permitted under Rule 16b-3, Section 162(m) of the Code and applicable
      law.

	 	 
	4. 	
      Participation in the Plan

	 	 
		
      Participants in the Plan shall be selected by the
      Committee from among directors, officers, employees and consultants of the
      Company and its Subsidiaries, provided, however, that only employees shall
      be eligible to receive ISOs under the Plan.

	 	 
	5. 	
      Plan Limitations; Shares Subject to the
      Plan

	 	 
		
      Subject to the provisions of Section 8(a) hereof, the
      aggregate number of shares of Stock available for issuance as Awards under
      the Plan shall not exceed 3,500,000 shares.

	 	 
		
      No Award may be granted if the number of shares to which
      such Award relates, when added to the number of shares previously issued
      under the Plan and the number of shares which may then be acquired
      pursuant to other outstanding, unexercised Awards, exceeds the number of
      shares available for issuance pursuant to the Plan. If any shares subject
      to an Award are forfeited or such Award is settled in cash or otherwise
      terminates for any reason whatsoever without an actual distribution of
      shares to the Participant, any shares counted against the number of shares
      available for issuance pursuant to the Plan
with







5

		
      respect to such Award shall, to the extent of any such
      forfeiture, settlement, or termination, again be available for Awards
      under the Plan; provided, however, that the Committee may adopt procedures
      for the counting of shares relating to any Award to ensure appropriate
      counting, avoid double counting, and provide for adjustments in any case
      in which the number of shares actually distributed differs from the number
      of shares previously counted in connection with such Award.

	 	 	 	 
	6. 	
      Awards

	 	 	 	 
		(a) 	
      General. Awards may be granted on the terms and
      conditions set forth in this Section 6 of this Agreement. In addition, the
      Committee may impose on any Award or the exercise thereof, at the date of
      grant or thereafter (subject to Section 8(a) of this Agreement), such
      additional terms and conditions, not inconsistent with the provisions of
      the Plan, as the Committee shall determine, including terms requiring
      forfeiture of Awards in the event of termination of employment by the
      Participant; provided, however, that the Committee shall retain full power
      to accelerate or waive any such additional term or condition as it may
      have previously imposed. All Awards shall be evidenced by an Award
      Agreement.

	 	 	 	 
		(b) 	
      Options. The Committee may grant Options to
      Participants on the following terms and conditions:

	 	 	 	 
			(i) 	
      Exercise Price. The exercise price of each Option
      shall be determined by the Committee at the time the Option is granted,
      but (except as provided in Section 7(a) of this Agreement) the exercise
      price of any ISO shall not be less than the Fair Market Value (110% of the
      Fair Market Value in the case of a 10% shareholder, within the meaning of
      Section 422(c)(5) of the Code) of the shares covered thereby at the time
      the Option is granted.

	 	 	 	 
			(ii) 	
      Time and Method of Exercise. The Committee shall
      determine the time or times at which an Option may be exercised in whole
      or in part, whether the exercise price shall be paid in cash or by the
      surrender at Fair Market Value of Stock, or by any combination of cash and
      shares of Stock, including, without limitation, cash, Stock, other Awards,
      or other property (including notes or other contractual obligations of
      Participants to make payment on a deferred basis, such as through
      "cashless exercise" arrangements, to the extent permitted by applicable
      law), and the methods by which Stock will be delivered or deemed to be
      delivered to Participants.

	 	 	 	 
			(iii) 	
      Incentive Stock Options. The terms of any Option
      granted under the Plan as an ISO shall comply in all respects with the
      provisions of Section 422 of the Code, including, but not limited to, the
      requirement that no ISO shall be granted more than ten years after the
      effective date of the Plan.

	 	 	 	 
		(c) 	
      Restricted Stock. The Committee is authorized to
      grant Restricted Stock to Participants on the following terms and
      conditions:







6

	 	(i) 	
      Restricted Period. Restricted Stock awarded to a
      Participant shall be subject to such restrictions on transferability and
      other restrictions for such periods as shall be established by the
      Committee, in its discretion, at the time of such Award, which
      restrictions may lapse separately or in combination at such times, under
      such circumstances, or otherwise, as the Committee may
determine.

	 	 	 
	 	(ii) 	
      Forfeiture. Restricted Stock shall be forfeitable
      to the Company upon termination of employment during the applicable
      restricted periods. The Committee, in its discretion, whether in an Award
      Agreement or anytime after an Award is made, may accelerate the time at
      which restrictions or forfeiture conditions will lapse or remove any such
      restrictions, including upon death, disability or retirement, whenever the
      Committee determines that such action is in the best interests of the
      Company.

	 	 	 
	 	(iii) 	
      Certificates for Stock. Restricted Stock granted
      under the Plan may be evidenced in such manner as the Committee shall
      determine. If certificates representing Restricted Stock are registered in
      the name of the Participant, such certificates may bear an appropriate
      legend referring to the terms, conditions and restrictions applicable to
      such Restricted Stock.

	 	 	 
	 	(iv) 	
      Rights as a Shareholder. Subject to the terms and
      conditions of the Award Agreement, the Participant shall have all the
      rights of a stockholder with respect to shares of Restricted Stock awarded
      to him or her, including, without limitation, the right to vote such
      shares and the right to receive all dividends or other distributions made
      with respect to such shares. If any such dividends or distributions are
      paid in Stock, the Stock shall be subject to restrictions and a risk of
      forfeiture to the same extent as the Restricted Stock with respect to
      which the Stock has been distributed.




	 	(d) 	
      Stock Appreciation Rights. The Committee is
      authorized to grant SARs to Participants on the following terms and
      conditions:

	 	 	 	 
	 		(i) 	
      Right to Payment. An SAR shall confer on the
      Participant to whom it is granted a right to receive, upon exercise
      thereof, the excess of (A) the Fair Market Value of one share of Stock on
      the date of exercise over (B) the grant price of the SAR as determined by
      the Committee as of the date of grant of the SAR, which grant price
      (except as provided in Section 7(a) of this Agreement) shall not be less
      than the Fair Market Value of one share of Stock on the date of
    grant.

	 	 	 	 
	 		(ii) 	
      Other Terms. The Committee shall determine the
      time or times at which an SAR may be exercised in whole or in part, the
      method of exercise, method of settlement, form of consideration payable in
      settlement, method by which Stock will be delivered or deemed to be
      delivered to Participants, whether or not an SAR shall be in tandem with
      any other Award, and any other terms and conditions of any SAR. Limited
      SARs







7

may be granted on such terms, not
inconsistent with this Section 6(d), as the Committee may determine. Limited
SARs may be either freestanding or in tandem with other Awards.

	 	(e) 	
      Bonus Stock and Awards in Lieu of Cash
      Obligations. The Committee is authorized to grant Stock as a bonus, or
      to grant Stock or other Awards in lieu of Company or Subsidiary
      obligations to pay cash or deliver other property under other plans or
      compensatory arrangements; provided that, in the case of Participants
      subject to Section 16 of the Exchange Act, such cash amounts are
      determined under such other plans in a manner that complies with
      applicable requirements of Rule 16b-3 so that the acquisition of Stock or
      Awards hereunder shall be exempt from Section 16(b) liability. Stock or
      Awards granted hereunder shall be subject to such other terms as shall be
      determined by the Committee.

	 	 	 
	 	(f) 	
      Other Stock-Based Awards. The Committee is
      authorized, subject to limitations under applicable law, to grant to
      Participants such other Stock-Based Awards in addition to those provided
      in Sections 6(b) and 6(c) through 6(d) hereof, as deemed by the Committee
      to be consistent with the purposes of the Plan. The Committee shall
      determine the terms and conditions of such Awards. Stock delivered
      pursuant to an Award in the nature of a purchase right granted under this
      Section 6(f) shall be purchased for such consideration and paid for at
      such times, by such methods, and in such forms, including, without
      limitation, cash, Stock, other Awards, or other property, as the Committee
      shall determine.

	 	 	 
	 	(g) 	
      Cash Payments. The Committee is authorized,
      subject to limitations under applicable law, to grant to Participants Tax
      Bonuses and other cash payments, whether awarded separately or as a
      supplement to any Stock-Based Award. The Committee shall determine the
      terms and conditions of such Awards.




	7. 	
      Additional Provisions Applicable to
      Awards

	 	 	 	 
		(a) 	
      Stand-Alone, Additional, Tandem, and Substitute
      Awards. Awards granted under the Plan may, in the discretion of the
      Committee, be granted either alone or in addition to, in tandem with, or
      in substitution for, any other Award granted under the Plan or any award
      granted under any other plan of the Company or any Subsidiary, or any
      business entity acquired by the Company or any Subsidiary, or any other
      right of a Participant to receive payment from the Company or any
      Subsidiary. If an Award is granted in substitution for another Award or
      award, the Committee shall require the surrender of such other Award or
      award in consideration for the grant of the new Award. Awards granted in
      addition to, or in tandem with other Awards or awards may be granted
      either as of the same time as, or a different time from, the grant of such
      other Awards or awards. The per share exercise price of any Option, grant
      price of any SAR, or purchase price of any other Award conferring a right
      to purchase Stock:

	 	 	 	 
			(i) 	
      granted in substitution for an outstanding Award or
      award, shall be not less than the lesser of (A) the Fair Market Value of a
      share of Stock at the







8

	 		
      date such substitute Award is granted or (B) such Fair
      Market Value at that date, reduced to reflect the Fair Market Value at
      that date of the Award or award required to be surrendered by the
      Participant as a condition to receipt of the substitute Award;
or

	 	 	 
	 	(ii) 	
      retroactively granted in tandem with an outstanding Award
      or award, shall not be less than the lesser of the Fair Market Value of a
      share of Stock at the date of grant of the later Award or at the date of
      grant of the earlier Award or award.




	 	(b) 	
      Exchange and Buy Out Provisions. The Committee may
      at any time offer to exchange or buy out any previously granted Award for
      a payment in cash, Stock, other Awards (subject to Section 7(a) of this
      Agreement), or other property based on such terms and conditions as the
      Committee shall determine and communicate to a Participant at the time
      that such offer is made.

	 	 	 
	 	(c) 	
      Performance Conditions. The right of a Participant
      to exercise or receive a grant or settlement of any Award, and the timing
      thereof, may be subject to such performance conditions as may be specified
      by the Committee.

	 	 	 
	 	(d) 	
      Term of Awards. The term of each Award shall,
      except as provided herein, be for such period as may be determined by the
      Committee; provided, however, that in no event shall the term of any ISO,
      or any SAR granted in tandem therewith, exceed a period of ten years from
      the date of its grant (or such shorter period as may be applicable under
      Section 422 of the Code).

	 	 	 
	 	(e) 	
      Form of Payment. Subject to the terms of the Plan
      and any applicable Award Agreement, payments or transfers to be made by
      the Company or a Subsidiary upon the grant or exercise of an Award may be
      made in such forms as the Committee shall determine, including, without
      limitation, cash, Stock, other Awards, or other property (and may be made
      in a single payment or transfer, in installments, or on a deferred basis),
      in each case determined in accordance with rules adopted by, and at the
      discretion of, the Committee. (Such payments may include, without
      limitation, provisions for the payment or crediting of reasonable interest
      on installments or deferred payments.) The Committee, in its discretion,
      may accelerate any payment or transfer upon a change in control as defined
      by the Committee. The Committee may also authorize payment upon the
      exercise of an Option by net issuance or other cashless exercise
      methods.

	 	 	 
	 	(f) 	
      Loan Provisions. With the consent of the
      Committee, and subject at all times to laws and regulations and other
      binding obligations or provisions applicable to the Company, the Company
      may make, guarantee, or arrange for a loan or loans to a Participant with
      respect to the exercise of any Option or other payment in connection with
      any Award, including the payment by a Participant of any or all federal,
      state, or local income or other taxes due in connection with any Award.
      Subject to such limitations, the Committee shall have full authority to
      decide whether to make a loan or loans hereunder and to determine the
      amount, terms,







9

	 		
      and provisions of any such loan or loans, including the
      interest rate to be charged in respect of any such loan or loans, whether
      the loan or loans are to be with or without recourse against the borrower,
      the terms on which the loan is to be repaid and the conditions, if any,
      under which the loan or loans may be forgiven.

	 	 	 
	 	(g) 	
      Awards to Comply with Section 162(m). The
      Committee may (but is not required to) grant an Award pursuant to the Plan
      to a Participant who, in the year of grant, may be a "covered employee,"
      within the meaning of Section 162(m) of the Code, which is intended to
      qualify as "performance-based compensation" under Section 162(m) of the
      Code (a "Performance-Based Award"). The right to receive a
      Performance-Based Award, other than Options and SARs granted at not less
      than Fair Market Value, shall be conditional upon the achievement of
      performance goals established by the Committee in writing at the time such
      Performance- Based Award is granted. Such performance goals, which may
      vary from Participant to Participant and Performance-Based Award to
      Performance-Based Award, shall be based upon the attainment by the Company
      or any Subsidiary, division or department of specific amounts of, or
      increases in, one or more of the following, any of which may be measured
      either in absolute terms or as compared to another company or companies:
      revenues, earnings, cash flow, net worth, book value, stockholders'
      equity, financial return ratios, market performance or total stockholder
      return, and/or the completion of certain business or capital transactions.
      Before any compensation pursuant to a Performance-Based Award is paid, the
      Committee shall certify in writing that the performance goals applicable
      to the Performance-Based Award were in fact satisfied.

	 	 	 
	 	(h) 	
      Change of Control. In the event of a Change of
      Control of the Company, all Awards granted under the Plan (including
      Performance-Based Awards) that are still outstanding and not yet vested or
      exercisable or which are subject to restrictions shall become immediately
      100% vested in each Participant or shall be free of any restrictions, as
      of the first date that the definition of Change of Control has been
      fulfilled, and shall be exercisable for the remaining duration of the
      Award. All Awards that are exercisable as of the effective date of the
      Change of Control will remain exercisable for the remaining duration of
      the Award.




	8. 	
      Adjustments upon Changes in Capitalization;
      Acceleration in Certain Events

	 	 	 
		(a) 	
      In the event that the Committee shall determine that any
      stock dividend, recapitalization, forward split or reverse split,
      reorganization, merger, consolidation, spin-off, combination, repurchase
      or share exchange, or other similar corporate transaction or event,
      affects the Stock or the book value of the Company such that an adjustment
      is appropriate in order to prevent dilution or enlargement of the rights
      of Participants under the Plan, then the Committee shall, in such manner
      as it may deem equitable, adjust any or all of (i) the number and kind of
      shares of Stock which may thereafter be issued in connection with Awards,
      (ii) the number and kind of shares of Stock issuable in respect of
      outstanding Awards, (iii) the aggregate number and kind of shares of Stock
      available under the Plan, and (iv) the exercise price, grant price, or
      purchase price







10

	 		
      relating to any Award or, if deemed appropriate, make
      provision for a cash payment with respect to any outstanding Award;
      provided, however, in each case, that no adjustment shall be made which
      would cause the Plan to violate Section 422 of the Code with respect to
      ISOs or would adversely affect the status of a Performance-Based Award as
      "performance-based compensation" under Section 162(m) of the
  Code.

	 	 	 
	 	(b) 	
      In addition, the Committee is authorized to make
      adjustments in the terms and conditions of, and the criteria included in,
      Awards in recognition of unusual or nonrecurring events (including,
      without limitation, events described in the preceding paragraph) affecting
      the Company or any Subsidiary, or in response to changes in applicable
      laws, regulations, or accounting principles. Notwithstanding the
      foregoing, no adjustment shall be made in any outstanding
      Performance-Based Awards to the extent that such adjustment would
      adversely affect the status of that Performance-Based Award as
      "performance-based compensation" under Section 162(m) of the
  Code.




	9. 	
      General Provisions

	 	 	 
		(a) 	
      Changes to the Plan and Awards. The Board of
      Directors of the Company may amend, alter, suspend, discontinue, or
      terminate the Plan or the Committee's authority to grant Awards under the
      Plan without the consent of the Company's stockholders or Participants,
      except that any such amendment, alteration, suspension, discontinuation,
      or termination shall be subject to the approval of the Company's
      stockholders within one year after such Board action if such stockholder
      approval is required by any federal or state law or regulation or the
      rules of any stock exchange or automated quotation system on which the
      Stock may then be listed or quoted, and the Board may otherwise, in its
      discretion, determine to submit other such changes to the Plan to the
      stockholders for approval; provided, however, that without the consent of
      an affected Participant, no amendment, alteration, suspension,
      discontinuation, or termination of the Plan may materially and adversely
      affect the rights of such Participant under any Award theretofore granted
      and any Award Agreement relating thereto. The Committee may waive any
      conditions or rights under, or amend, alter, suspend, discontinue, or
      terminate, any Award theretofore granted and any Award Agreement relating
      thereto; provided, however, that without the consent of an affected
      Participant, no such amendment, alteration, suspension, discontinuation,
      or termination of any Award may materially and adversely affect the rights
      of such Participant under such Award.

	 	 	 
			
      The foregoing notwithstanding, any performance condition
      specified in connection with an Award shall not be deemed a fixed
      contractual term, but shall remain subject to adjustment by the Committee,
      in its discretion at any time in view of the Committee's assessment of the
      Company's strategy, performance of comparable companies, and other
      circumstances, except to the extent that any such adjustment to a
      performance condition would adversely affect the status of
  a







11

	 		
      Performance-Based Award as "performance-based
      compensation" under Section 162(m) of the Code.

	 	 	 
	 		
      Notwithstanding the foregoing, if the Plan is ratified by
      the holders of a majority of the shares of Stock then outstanding, then
      unless approved by the holders of a majority of the shares of Stock then
      outstanding, no amendment will: (i) change the class of persons eligible
      to receive Awards; (ii) materially increase the benefits accruing to
      Participants under the Plan, or (iii) increase the number of shares of
      Stock subject to the Plan.

	 	 	 
	 	(b) 	
      No Right to Award or Employment. No employee or
      other person shall have any claim or right to receive an Award under the
      Plan. Neither the Plan nor any action taken hereunder shall be construed
      as giving any employee any right to be retained in the employ of the
      Company or any Subsidiary.

	 	 	 
	 	(c) 	
      Taxes. The Company or any Subsidiary is authorized
      to withhold from any Award granted, any payment relating to an Award under
      the Plan, including from a distribution of Stock or any payroll or other
      payment to a Participant amounts of withholding and other taxes due in
      connection with any transaction involving an Award, and to take such other
      action as the Committee may deem advisable to enable the Company and
      Participants to satisfy obligations for the payment of withholding taxes
      and other tax obligations relating to any Award. This authority shall
      include authority to withhold or receive Stock or other property and to
      make cash payments in respect thereof in satisfaction of a Participant's
      tax obligations.

	 	 	 
	 	(d) 	
      Limits on Transferability; Beneficiaries. No Award
      or other right or interest of a Participant under the Plan shall be
      pledged, encumbered, or hypothecated to, or in favor of, or subject to any
      lien, obligation, or liability of such Participants to, any party, other
      than the Company or any Subsidiary, or assigned or transferred by such
      Participant otherwise than by will or the laws of descent and
      distribution, and such Awards and rights shall be exercisable during the
      lifetime of the Participant only by the Participant or his or her guardian
      or legal representative. Notwithstanding the foregoing, the Committee may,
      in its discretion, provide that Awards or other rights or interests of a
      Participant granted pursuant to the Plan (other than an ISO) be
      transferable, without consideration, to immediate family members (i.e.,
      children, grandchildren or spouse), to trusts for the benefit of such
      immediate family members and to partnerships in which such family members
      are the only partners. The Committee may attach to such transferability
      feature such terms and conditions as it deems advisable. In addition, a
      Participant may, in the manner established by the Committee, designate a
      beneficiary (which may be a person or a trust) to exercise the rights of
      the Participant, and to receive any distribution, with respect to any
      Award upon the death of the Participant. A beneficiary, guardian, legal
      representative or other person claiming any rights under the Plan from or
      through any Participant shall be subject to all terms and conditions of
      the Plan and any Award Agreement applicable to such Participant, except as
      otherwise determined by the Committee, and to any additional restrictions
      deemed necessary or appropriate by the
Committee.







12

	 	(e) 	
      No Rights to Awards; No Stockholder Rights. No
      Participant shall have any claim to be granted any Award under the Plan,
      and there is no obligation for uniformity of treatment of Participants. No
      Award shall confer on any Participant any of the rights of a stockholder
      of the Company unless and until Stock is duly issued or transferred to the
      Participant in accordance with the terms of the Award.

	 	 	 
	 	(f) 	
      Discretion. In exercising, or declining to
      exercise, any grant of authority or discretion hereunder, the Committee
      may consider or ignore such factors or circumstances and may accord such
      weight to such factors and circumstances as the Committee alone and in its
      sole judgment deems appropriate and without regard to the affect such
      exercise, or declining to exercise such grant of authority or discretion,
      would have upon the affected Participant, any other Participant, any
      employee, the Company, any Subsidiary, any stockholder or any other
      person.

	 	 	 
	 	(g) 	
      Effective Date. The effective date of the Plan is
      May 30, 2007.

	 	 	 
	 	(h) 	
      Shareholder Approval. Unless and until the Plan is
      approved by the holders of a majority of the shares of Stock then
      outstanding, no Stock-Based Award may be granted under the
  Plan.