Exhibit
      4.2

    


    

     

    _______________________________________

     

    SMF
      ENERGY CORPORATION

    2000
      STOCK OPTION PLAN

    _______________________________________

     

    1
      1. Purpose.
      The
      purpose of this Plan is to advance the interests of SMF Energy Corporation,
      a
      Delaware corporation (the “Company”), and its Subsidiaries by providing an
      additional incentive to attract and retain qualified and competent persons
      who
      provide services to the Company and its Subsidiaries, and upon whose efforts
      and
      judgment the success of the Company and its Subsidiaries is largely dependent,
      through the encouragement of stock ownership in the Company by such
      persons.

     

    2. Definitions.
      As used
      herein, the following terms shall have the meanings indicated:

     

    (a) “Board”
      shall mean the Board of Directors of the Company.

     

    (b) “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.

     

    (c) “Committee”
      shall mean the committee appointed by the Board pursuant to Section 13(a)
      hereof, or, if such committee is not appointed, the Board.

     

    (d) “Common
      Stock” shall mean the Company’s Common Stock, par value $0.01 per
      share.

     

    (e) “Company”
      shall mean SMF Energy Corporation, a Delaware corporation.

     

    (f) “Director”
      shall mean a member of the Board.

     

    (g) “Effective
      Date” shall mean December 21, 2000.

     

    (h) “Fair
      Market Value” of a Share on any date of reference shall mean the “Closing Price”
(as defined below) of the Common Stock on the business day immediately preceding
      the date of reference, unless the Committee or the Board in its sole discretion
      shall determine otherwise in a fair and uniform manner. For the purpose of
      determining Fair Market Value, the “Closing Price” of the Common Stock on any
      business day shall be (i) if the Common Stock is listed or admitted for trading
      on any United States national securities exchange, or if actual transactions
      are
      otherwise reported on a consolidated transaction reporting system, the last
      reported sale price of Common Stock on such exchange or reporting system, as
      reported in any newspaper of general circulation, (ii) if the Common Stock
      is
      quoted on the National Association of Securities Dealers Automated Quotations
      System (“NASDAQ”), or any similar system of automated dissemination of
      quotations of securities prices in common use, the last reported sale price
      of
      Common Stock on such system or, if sales prices are not reported, the mean
      between the closing high bid and low asked quotations for such day of Common
      Stock on such system, as reported in any newspaper of general circulation or
      (iii) if neither clause (i) or (ii) is applicable, the mean between the high
      bid
      and low asked quotations for the Common Stock as reported by the National
      Quotation Bureau, Incorporated if at least two securities dealers have inserted
      both bid and asked quotations for Common Stock on at least five of the ten
      preceding days. If neither (i), (ii), or (iii) above is applicable, then Fair
      Market Value shall be determined by the Committee or the Board in a fair and
      uniform manner.

     

    
      
        
        

      

      
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    (i) “Incentive
      Stock Option” shall mean an incentive stock option as defined in Section 422 of
      the Internal Revenue Code.

     

    (j) “Non-Qualified
      Stock Option” shall mean an Option that is not an Incentive Stock
      Option.

     

    (k) “Officer”
      shall mean the Company’s Chairman of the Board, President, Chief Executive
      Officer, principal financial officer, principal accounting officer, any
      vice-president of the Company in charge of a principal business unit, division
      or function (such as sales, administration or finance), any other officer who
      performs a policy-making function, or any other person who performs similar
      policy-making functions for the Company. Officers of Subsidiaries shall be
      deemed Officers of the Company if they perform such policy-making functions
      for
      the Company. As used in this paragraph, the phrase “policy-making function” does
      not include policy-making functions that are not significant. If pursuant to
      Item 401(b) of Regulation S-K (17 C.F.R. § 229.401(b)) the Company identifies a
      person as an “executive officer,” the person so identified shall be deemed an
“Officer” even though such person may not otherwise be an “Officer” pursuant to
      the foregoing provisions of this paragraph.

     

    (l) “Option”
      (when capitalized) shall mean any option granted under this Plan.

     

    (m) “Option
      Agreement” means the agreement between the Company and the Optionee for the
      grant of an option.

     

    (n) “Optionee”
      shall mean a person to whom a stock option is granted under this Plan or any
      person who succeeds to the rights of such person under this Plan by reason
      of
      the death of such person.

     

    (o) “Outside
      Director” shall mean a member of the Board who qualifies as an “outside
      director” under Section 162(m) of the Internal Revenue Code and the regulations
      thereunder and as a “Non-Employee Director” under Rule 16b-3 promulgated under
      the Securities Exchange Act.

     

    (p) “Plan”
      shall mean this 2000 Stock Option Plan for the Company. 

     

    
      
        
        

      

      
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    (q) “Securities
      Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
      time to time.

     

    (r) “Share”
      shall mean a share of Common Stock.

     

    (s) “Subsidiary”
      shall mean any corporation (other than the Company) in any unbroken chain of
      corporations beginning with the Company if, at the time of the granting of
      the
      Option, each of the corporations other than the last corporation in the unbroken
      chain owns stock possessing 50 percent or more of the total combined voting
      power of all classes of stock in one of the other corporations in such
      chain.

     

    3. Shares
      Available for Option Grants.
      

     

    (a) The
      Committee or the Board may grant to Optionees from time to time Options to
      purchase an aggregate of up to One Million (1,000,000) Shares from the Company’s
      authorized and unissued Shares. If any Option granted under the Plan shall
      terminate, expire, or be canceled or surrendered as to any Shares, new Options
      may thereafter be granted covering such Shares.

     

    (b) The
      number of Shares available for issuance under the Plan shall automatically
      increase on the first trading day of each calendar year during the term of
      the
      Plan, beginning with the 2002 calendar year, by an amount equal to ten percent
      (10%) of the total Shares subject to the Plan as of the last trading day of
      the
      immediately preceding calendar year. No incentive Stock Options may be granted
      on the basis of the additional Shares resulting from such annual increases.
      

     

    4. Incentive
      and Non-Qualified Options.

     

    (a) An
      Option
      granted hereunder shall be either an Incentive Stock Option or a Non-Qualified
      Stock Option as determined by the Committee or the Board at the time of grant
      of
      the Option and shall clearly state whether it is an Incentive Stock Option
      or a
      Non-Qualified Stock Option. All Incentive Stock Options shall be granted within
      10 years from the effective date of this Plan. Incentive Stock Options may
      not
      be granted to any person who is not an employee of the Company or any
      Subsidiary.

     

    (b) Options
      otherwise qualifying as Incentive Stock Options hereunder will not be treated
      as
      Incentive Stock Options to the extent that the aggregate fair market value
      (determined at the time the Option is granted) of the Shares, with respect
      to
      which Options meeting the requirements of Section 422(b) of the Code are
      exercisable for the first time by any individual during any calendar year (under
      all plans of the Company and its parent and subsidiary corporations as defined
      in Section 424 of the Code), exceeds $100,000.

     

    5. Conditions
      for Grant of Options.

     

    (a) Each
      Option shall be evidenced by an Option Agreement that may contain any term
      deemed necessary or desirable by the Committee or the Board, provided such
      terms
      are not inconsistent with this Plan or any applicable law. Optionees shall
      be
      (i) those persons selected by the Committee or the Board from the class of
      all
      regular employees of , or persons who provide consulting or other services
      as
      independent contractors to, the Company or its Subsidiaries, including Directors
      and Officers who are regular employees, and (ii) Directors who are not employees
      of the Company or of any Subsidiaries. 

     

    
      
        
        

      

      
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    (b) In
      granting Options, the Committee or the Board shall take into consideration
      the
      contribution the person has made to the success of the Company or its
      Subsidiaries and such other factors as the Committee or the Board shall
      determine. The Committee or the Board shall also have the authority to consult
      with and receive recommendations from officers and other personnel of the
      Company and its Subsidiaries with regard to these matters. The Committee or
      the
      Board may from time to time in granting Options under the Plan prescribe such
      other terms and conditions concerning such Options as it deems appropriate,
      including, without limitation, (i) prescribing the date or dates on which the
      Option becomes exercisable, (ii) providing that the Option rights accrue or
      become exercisable in installments over a period of years, or upon the
      attainment of stated goals or both, or (iii) relating an Option to the continued
      employment of the Optionee for a specified period of time, provided that such
      terms and conditions are not more favorable to an Optionee than those expressly
      permitted herein.

     

    (c) The
      Options granted to employees under this Plan shall be in addition to regular
      salaries, pension, life insurance or other benefits related to their employment
      with the Company or its Subsidiaries. Neither the Plan nor any Option granted
      under the Plan shall confer upon any person any right to employment or
      continuance of employment by the Company or its Subsidiaries.

     

    (d) Notwithstanding
      any other provision of this Plan, an Incentive Stock Option shall not be granted
      to any person owning directly or indirectly (through attribution under Section
      424(d) of the Code) at the date of grant, stock possessing more than 10% of
      the
      total combined voting power of all classes of stock of the Company (or of its
      parent or subsidiary corporation (as defined in Section 424 of the Code) at
      the
      date of grant) unless the option price of such Option is at least 110% of the
      Fair Market Value of the Shares subject to such Option on the date the Option
      is
      granted, and such Option by its terms is not exercisable after the expiration
      of
      five years from the date such Option is granted.

     

    (e) Notwithstanding
      any other provision of this Plan, and in addition to any other requirements
      of
      this Plan, the aggregate number of Options granted to any one Optionee may
      not
      exceed 750,000, subject to adjustment as provided in Section 10
      hereof.

     

    6. Option
      Price.
      The
      option price per Share of any Option shall be any price determined by the
      Committee or the Board but shall not be less than the par value per Share;
      provided, however, that in no event shall the option price per Share of any
      Incentive Stock Option be less than the Fair Market Value of the Shares
      underlying such Option on the date such Option is granted.

     

    7. Exercise
      of Options.
      An
      Option shall be deemed exercised when (i) the Company has received written
      notice of such exercise in accordance with the terms of the Option, (ii) full
      payment of the aggregate option price of the Shares as to which the Option
      is
      exercised has been made, and (iii) arrangements that are satisfactory to the
      Committee or the Board in its sole discretion have been made for the Optionee’s
      payment to the Company of the amount that is necessary for the Company or
      Subsidiary employing the Optionee to withhold in accordance with applicable
      Federal or state tax withholding requirements. The consideration to be paid
      for
      the Shares to be issued upon exercise of an Option as well as the method of
      payment of the exercise price and of any withholding and employment taxes
      applicable thereto, shall be determined by the Committee or the Board and may
      in
      the discretion of the Committee or the Board consist of: (1) cash, (2) certified
      or official bank check, (3) money order, (4) Shares that have been held by
      the
      Optionee for at least six (6) months (or such other Shares as the Company
      determines will not cause the Company to recognize for financial accounting
      purposes a charge for compensation expense), (5) the withholding of Shares
      issuable upon exercise of the Option, (6) pursuant to a “cashless exercise”
procedure, by delivery of a properly executed exercise notice together with
      such
      other documentation, and subject to such guidelines, as the Board or the
      Committee shall require to effect an exercise of the Option and delivery to
      the
      Company by a licensed broker acceptable to the Company of proceeds from the
      sale
      of Shares or a margin loan sufficient to pay the exercise price and any
      applicable income or employment taxes, or (7) in such other consideration as
      the
      Committee or the Board deems appropriate, or by a combination of the above.
      In
      the case of an Incentive Stock Option, the permissible methods of payment shall
      be specified at the time the Option is granted. The Committee or the Board
      in
      its sole discretion may accept a personal check in full or partial payment
      of
      any Shares. If the exercise price is paid, and/or the Optionee’s tax withholding
      obligation is satisfied, in whole or in part with Shares, or through the
      withholding of Shares issuable upon exercise of the Option, the value of the
      Shares surrendered or withheld shall be their Fair Market Value on the date
      the
      Option is exercised. The Committee or the Board in its sole discretion may,
      on
      an individual basis or pursuant to a general program established in connection
      with this Plan, cause the Company to lend money to an Optionee, guarantee a
      loan
      to an Optionee, or otherwise assist an Optionee to obtain the cash necessary
      to
      exercise all or a portion of an Option granted hereunder or to pay any tax
      liability of the Optionee attributable to such exercise. If the exercise price
      is paid in whole or part with Optionee’s promissory note, such note shall (i)
      provide for full recourse to the maker, (ii) be collateralized by the pledge
      of
      the Shares that the Optionee purchases upon exercise of the Option, (iii) bear
      interest at the prime rate of the Company’s principal lender, and (iv) contain
      such other terms as the Committee or the Board in its sole discretion shall
      reasonably require. No Optionee shall be deemed to be a holder of any Shares
      subject to an Option unless and until a stock certificate or certificates for
      those Shares are issued to that person(s) under the terms of this Plan. No
      adjustment shall be made for dividends (ordinary or extraordinary, whether
      in
      cash, securities or other property) or distributions or other rights for which
      the record date is prior to the date the stock certificate is issued, except
      as
      expressly provided in Section 10 hereof.

     

    
      
        
        

      

      
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    8. Exercisability
      of Options.
      Any
      Option shall become exercisable in such amounts, at such intervals and upon
      such
      terms as the Committee or the Board shall provide in the Option Agreement for
      that Option, except as otherwise provided in this Section 8:

     

    (a) The
      expiration date of an Option shall be determined by the Committee or the Board
      at the time of grant, but in no event shall an Option be exercisable after
      the
      expiration of 10 years from the date of grant of the Option.

     

    (b) Unless
      otherwise provided in any Option, each outstanding Option shall become
      immediately fully exercisable in the event of a “Change in Control” or in the
      event that the Committee or the Board exercises its discretion to provide a
      cancellation notice with respect to the Option pursuant to Section 9(b) hereof.
      For this purpose, the term “Change in Control” shall mean: 

     

    (i) Approval
      by the shareholders of the Company of a reorganization, merger, consolidation
      or
      other form of corporate transaction or series of transactions, in each case,
      with respect to which persons who were the shareholders of the Company
      immediately prior to such reorganization, merger or consolidation or other
      transaction do not, immediately thereafter, own more than 50% of the combined
      voting power entitled to vote generally in the election of directors of the
      reorganized, merged or consolidated company’s then outstanding voting
      securities, in substantially the same proportions as their ownership immediately
      prior to such reorganization, merger, consolidation or other transaction, or
      a
      liquidation or dissolution of the Company or the sale of all or substantially
      all of the assets of the Company (unless such reorganization, merger,
      consolidation or other corporate transaction, liquidation, dissolution or sale
      is subsequently abandoned); or

     

    
      
        
        

      

      
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    (ii) Individuals
      who, as of the date on which the Option is granted, hereof, constitute the
      Board
      (the “Incumbent Board”) cease for any reason to constitute at least a majority
      of the Board, provided that any person becoming a director subsequent to the
      date on which the Option was granted whose election, or nomination for election
      by the Company’s shareholders, was approved by a vote of at least a majority of
      the directors then comprising the Incumbent Board (other than an election or
      nomination of an individual whose initial assumption of office is in connection
      with an actual or threatened election contest relating to the election of the
      Directors of the Company) shall be, for purposes of this Agreement, considered
      as though such person were a member of the Incumbent Board; or 

     

    (iii) The
      acquisition (other than from the Company) by any person, entity or “group”,
      within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
      Act, of beneficial ownership (within the meaning of Rule 13-d promulgated under
      the Securities Exchange Act) of more than 50% of either the then outstanding
      shares of the Company’s Common Stock or the combined voting power of the
      Company’s then outstanding voting securities entitled to vote generally in the
      election of directors (hereinafter referred to as the ownership of a
“Controlling Interest”) excluding, for this purpose, any acquisitions by (1) the
      Company or its Subsidiaries, (2) any person, entity or “group” that as of the
      date on which the Option is granted owns beneficial ownership (within the
      meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a
      Controlling Interest or (3) any employee benefit plan of the Company or its
      Subsidiaries.

     

    (c) The
      Committee or the Board may in its sole discretion, accelerate the date on which
      any Option may be exercised and may accelerate the vesting of any Shares subject
      to any Option or previously acquired by the exercise of any Option. 

     

    9. Termination
      of Option Period.
      

     

    (a) Unless
      otherwise provided in any Option Agreement, the unexercised portion of any
      Option shall automatically and without notice terminate and become null and
      void
      at the time of the earliest to occur of the following:

     

    (i) three
      months after the date on which the Optionee’s employment is terminated other
      than by reason of (A) Cause, which, solely for purposes of this Plan, shall
      mean
      the termination of the Optionee’s employment by reason of the Optionee’s willful
      misconduct or gross negligence, (B) a mental or physical disability (within
      the
      meaning of Internal Revenue Code Section 22(e)) of the Optionee as determined
      by
      a medical doctor satisfactory to the Committee, or (C) death of the
      Optionee;

     

    
      
        
        

      

      
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    (ii) immediately
      upon the termination of the Optionee’s employment for Cause;

     

    (iii) twelve
      months after the date on which the Optionee’s employment is terminated by reason
      of a mental or physical disability (within the meaning of Section 22(e) of
      the
      Code) as determined by a medical doctor satisfactory to the Committee or the
      Board;

     

    (iv) (A)
      twelve months after the date of termination of the Optionee’s employment by
      reason of the death of the Optionee, or, if later, (B) three months after the
      date on which the Optionee shall die if such death shall occur during the one
      year period specified in Subsection 9(a)(iii) hereof; or

     

    (v) immediately
      in the event that the Optionee shall file any lawsuit or arbitration claim
      against the Company or any Subsidiary, or any of their respective officers,
      directors or shareholders.

     

    All
      references herein to the termination of the Optionee’s employment shall, in the
      case of an Optionee who is not an employee of the Company or a Subsidiary,
      refer
      to the termination of the Optionee’s service with the Company.

     

    (b) To
      the
      extent not previously exercised, (i) each Option shall terminate immediately
      in
      the event of (1) the liquidation or dissolution of the Company, or (2) any
      reorganization, merger, consolidation or other form of corporate transaction
      in
      which the Company does not survive, unless the successor corporation, or a
      parent or subsidiary of such successor corporation, assumes the Option or
      substitutes an equivalent option or right pursuant to Section 10(c) hereof,
      and
      (ii) the Committee or the Board in its sole discretion may by written notice
      (“cancellation notice”) cancel, effective upon the consummation of any corporate
      transaction described in Subsection 8(b)(i) hereof in which the Company does
      survive, any Option that remains unexercised on such date. The Committee or
      the
      Board shall give written notice of any proposed transaction referred to in
      this
      Section 9(b) a reasonable period of time prior to the closing date for such
      transaction (which notice may be given either before or after approval of such
      transaction), in order that Optionees may have a reasonable period of time
      prior
      to the closing date of such transaction within which to exercise any Options
      that then are exercisable (including any Options that may become exercisable
      upon the closing date of such transaction). An Optionee may condition his
      exercise of any Option upon the consummation of a transaction referred to in
      this Section 9(b).

     

    
      
        
        

      

      
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    10. Adjustment
      of Shares.

     

    (a) If
      at any
      time while the Plan is in effect or unexercised Options are outstanding, there
      shall be any increase or decrease in the number of issued and outstanding Shares
      through the declaration of a stock dividend or through any recapitalization
      resulting in a stock split-up, combination or exchange of Shares, then and
      in
      that event:

     

    (i) appropriate
      adjustment shall be made in the maximum number of Shares available for grant
      under the Plan, or available for grant to any person under the Plan, so that
      the
      same percentage of the Company’s issued and outstanding Shares shall continue to
      be subject to being so optioned; and

     

    (ii) the
      Board
      or the Committee may, in its discretion, make any adjustments it deems
      appropriate in the number of Shares and the exercise price per Share thereof
      then subject to any outstanding Option, so that the same percentage of the
      Company’s issued and outstanding Shares shall remain subject to purchase at the
      same aggregate exercise price.

     

    (b) Unless
      otherwise provided in any Option Agreement, the Committee may change the terms
      of Options outstanding under this Plan, with respect to the option price or
      the
      number of Shares subject to the Options, or both, when, in the Committee’s sole
      discretion, such adjustments become appropriate so as to preserve benefits
      under
      the Plan.

     

    (c) In
      the
      event of a proposed sale of all or substantially all of the Company’s assets or
      any reorganization, merger, consolidation or other form of corporate transaction
      in which the Company does not survive, where the securities of the successor
      corporation, or its parent company, are issued to the Company’s shareholders,
      then the successor corporation or a parent of the successor corporation may,
      with the consent of the Committee or the Board, assume each outstanding Option
      or substitute an equivalent option or right. If the successor corporation,
      or
      its parent, does not cause such an assumption or substitution to occur, or
      the
      Committee or the Board does not consent to such an assumption or substitution,
      then each Option shall terminate pursuant to Section 9(b) hereof upon the
      consummation of sale, merger, consolidation or other corporate
      transaction.

     

    (d) Except
      as
      otherwise expressly provided herein, the issuance by the Company of shares
      of
      its capital stock of any class, or securities convertible into shares of capital
      stock of any class, either in connection with a direct sale or upon the exercise
      of rights or warrants to subscribe therefor, or upon conversion of shares or
      obligations of the Company convertible into such shares or other securities,
      shall not affect, and no adjustment by reason thereof shall be made to, the
      number of or exercise price for Shares then subject to outstanding Options
      granted under the Plan.

     

    (e) Without
      limiting the generality of the foregoing, the existence of outstanding Options
      granted under the Plan shall not affect in any manner the right or power of
      the
      Company to make, authorize or consummate (i) any or all adjustments,
      recapitalizations, reorganizations or other changes in the Company’s capital
      structure or its business; (ii) any merger or consolidation of the Company;
      (iii) any issue by the Company of debt securities, or preferred or preference
      stock that would rank above the Shares subject to outstanding Options; (iv)
      the
      dissolution or liquidation of the Company; (v) any sale, transfer or assignment
      of all or any part of the assets or business of the Company; or (vi) any other
      corporate act or proceeding, whether of a similar character or
      otherwise.

     

    
      
        
        

      

      
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    11. Transferability
      of Options and Shares.

     

    (a) No
      Incentive Stock Option, and unless the prior written consent of the Committee
      or
      the Board is obtained (which consent may be withheld for any reason) and the
      transaction does not violate the requirements of Rule 16b-3 promulgated under
      the Securities Exchange Act no Non-Qualified Stock Option, shall be subject
      to
      alienation, assignment, pledge, charge or other transfer other than by the
      Optionee by will or the laws of descent and distribution, and any attempt to
      make any such prohibited transfer shall be void. Each Option shall be
      exercisable during the Optionee’s lifetime only by the Optionee, or in the case
      of a Non-Qualified Stock Option that has been assigned or transferred with
      the
      prior written consent of the Committee or the Board, only by the permitted
      assignee.

     

    (b) No
      Shares
      acquired by an Officer or Director pursuant to the exercise of an Option may
      be
      sold, assigned, pledged or otherwise transferred prior to the expiration of
      the
      six-month period following the date on which the Option was granted, unless
      the
      transaction does not violate the requirements of Rule 16b-3 promulgated under
      the Securities Exchange Act.

     

    12. Issuance
      of Shares.

     

    (a) Notwithstanding
      any other provision of this Plan, the Company shall not be obligated to issue
      any Shares unless it is advised by counsel of its selection that it may do
      so
      without violation of the applicable Federal and State laws pertaining to the
      issuance of securities, and may require any stock so issued to bear a legend,
      may give its transfer agent instructions, and may take such other steps, as
      in
      its judgment are reasonably required to prevent any such violation.

     

    (b) As
      a
      condition to any sale or issuance of Shares upon exercise of any Option, the
      Committee or the Board may require such agreements or undertakings as the
      Committee or the Board may deem necessary or advisable to facilitate compliance
      with any applicable law or regulation including, but not limited to, the
      following:

     

    (i) a
      representation and warranty by the Optionee to the Company, at the time any
      Option is exercised, that he is acquiring the Shares to be issued to him for
      investment and not with a view to, or for sale in connection with, the
      distribution of any such Shares; and

     

    (ii) a
      representation, warranty and/or agreement to be bound by any legends endorsed
      upon the certificate(s) for the Shares that are, in the opinion of the Committee
      or the Board, necessary or appropriate to facilitate compliance with the
      provisions of any securities laws deemed by the Committee or the Board to be
      applicable to the issuance and transfer of those Shares.

     

    13. Administration
      of the Plan.

     

    (a) The
      Plan
      shall be administered by the Board or, at the discretion of the Board, by a
      committee appointed by the Board (the “Committee”) which shall be composed of
      two or more Directors. The membership of the Committee shall be constituted
      so
      as to comply at all times with the then applicable requirements for Outside
      Directors of Rule 16b-3 promulgated under the Securities Exchange Act and
      Section 162(m) of the Internal Revenue Code. The Committee shall serve at the
      pleasure of the Board and shall have the powers designated herein and such
      other
      powers as the Board may from time to time confer upon it.

     

    
      
        
        

      

      
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    (b) The
      Committee or the Board may grant Options pursuant to this Plan to any persons
      to
      whom Options may be granted under Section 5(a) hereof. 

     

    (c) The
      Committee or the Board, from time to time, may adopt rules and regulations
      for
      carrying out the purposes of the Plan. The determinations of the Committee
      or
      the Board, and its interpretation and construction of any provision of the
      Plan
      or any Option Agreement, shall be final and conclusive.

     

    (d) Any
      and
      all decisions or determinations of the Committee shall be made either (i) by
      a
      majority vote of the members of the Committee at a meeting or (ii) without
      a
      meeting by the unanimous written approval of the members of the
      Committee.

     

    14. Withholding
      or Deduction for Taxes.
      If at
      any time specified herein for the making of any issuance or delivery of any
      Option or Common Stock to any Optionee, any law or regulation of any
      governmental authority having jurisdiction in the premises shall require the
      Company to withhold, or to make any deduction for, any taxes or to take any
      other action in connection with the issuance or delivery then to be made, the
      issuance or delivery shall be deferred until the withholding or deduction shall
      have been provided for by the Optionee or beneficiary, or other appropriate
      action shall have been taken.

     

    15. Interpretation.

     

    (a) As
      it is
      the intent of the Company that the Plan shall comply in all respects with Rule
      16b-3 promulgated under the Securities Exchange Act (“Rule 16b-3”), any
      ambiguities or inconsistencies in construction of the Plan shall be interpreted
      to give effect to such intention, and if any provision of the Plan is found
      not
      to be in compliance with Rule 16b-3, such provision shall be deemed null and
      void to the extent required to permit the Plan to comply with Rule 16b-3. The
      Committee or the Board may from time to time adopt rules and regulations under,
      and amend, the Plan in furtherance of the intent of the foregoing.

     

    (b) The
      Plan
      and any Option Agreements entered into pursuant to the Plan shall be
      administered and interpreted so that all Incentive Stock Options granted under
      the Plan will qualify as Incentive Stock Options under Section 422 of the Code.
      If any provision of the Plan or any Option Agreement relating to an Incentive
      Stock Option should be held invalid for the granting of Incentive Stock Options
      or illegal for any reason, that determination shall not affect the remaining
      provisions hereof, but instead the Plan and the Option Agreement shall be
      construed and enforced as if such provision had never been included in the
      Plan
      or the Option Agreement.

     

    (c) This
      Plan
      shall be governed by the laws of the State of Delaware.

     

    (d) Headings
      contained in this Plan are for convenience only and shall in no manner be
      construed as part of this Plan.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (e) Any
      reference to the masculine, feminine, or neuter gender shall be a reference
      to
      such other gender as is appropriate.

     

    16. Amendment
      and Discontinuation of the Plan.
      The
      Committee or the Board may from time to time amend, suspend or terminate the
      Plan or any Option; provided, however, that, any amendment to the Plan shall
      be
      subject to the approval of the Company’s shareholders if such shareholder
      approval is required by any federal or state law or regulation (including,
      without limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal
      Revenue Code) or the rules of any Stock exchange or automated quotation system
      on which the Common Stock may then be listed or granted. Except to the extent
      provided in Sections 9 and 10 hereof, no amendment, suspension or termination
      of
      the Plan or any Option issued hereunder shall substantially impair the rights
      or
      benefits of any Optionee pursuant to any Option previously granted without
      the
      consent of the Optionee.

     

    17. Effective
      Date and Termination Date.
      The
      effective date of the Plan is December 21, 2000, the date on which the Board
      adopts this Plan, and the Plan shall terminate on the 10th
      anniversary of the Effective Date. The Plan shall be submitted to the
      shareholders of the Company for their approval and adoption and Options
      hereunder may be granted prior to such approval and adoption but contingent
      upon
      such approval and adoption.

     

    
      
        
        

      

      
        11