Exhibit
        4.1

      


      


      SPORTSQUEST,
        INC.

      2007
        STOCK INCENTIVE PLAN

      


      Article
        I

      


      DEFINITIONS

      


      1.1. Affiliate
        means
        any “subsidiary” or “parent corporation” (within the meaning of Section 424 of
        the Code) of the Company.

      


      1.2. Agreement
        means a
        written agreement (including any amendment or supplement thereto) between
        the
        Company and a Participant specifying the terms and conditions of a Grant
        or an
        Award issued to such Participant.

      


      1.3. Award
        means an
        award of Stock Units, a Stock Award or an Incentive Award. 

      


      1.4. Board
        means
        the Board of Directors of the Company.

      


      1.5. Code
        means
        the Internal Revenue Code of 1986, as amended from time to time. References
        to
        the Code shall include the valid and binding governmental regulations, court
        decisions and other regulatory and judicial authority issued or rendered
        thereunder.

      


      1.6. Commission
        means
        the Securities and Exchange Commission or any successor agency.

      


      1.7. Committee
        means
        the Compensation Committee of the Board.

      


      1.8. Common
        Stock
        means
        the Common Stock of the Company.

      


      1.9. Company
        means
        SportsQuest, Inc.

      


      1.10. Disability,
        with
        respect to a Participant, means “disability” as defined from time to time under
        any long-term disability plan of the Company or Subsidiary with which the
        Participant is employed.

      


      1.11. Exchange
        Act
        means
        the Securities Exchange Act of 1934, as amended from time to time, and any
        successor thereto.

      


      1.12. Fair
        Market Value
        of a
        share of Common Stock as of any given date means the closing sale price of
        a
        share of Common Stock on the exchange or other market on which the Common
        Stock
        then trades on such date, or if the Common Stock was not traded on such date,
        then the next succeeding date that the Common Stock was traded on such exchange,
        in either case as reported by such source as the Committee may
        select.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      1.13. Grant
        means
        the grant of an Option or an SAR, or both. 

      


      1.14. Incentive
        Award
        means a
        cash-denominated Award which, subject to such terms and conditions as may
        be
        prescribed by the Committee, entitles the Participant to receive a payment,
        in
        (i) cash, (ii) Common Stock, (iii) Stock Units or (iv) a combination of cash,
        Common Stock or Stock Units.

      


      1.15. Incentive
        Stock Option
        means an
        Option that is intended to qualify as an “incentive stock option” under Section
        422 of the Code.

      


      1.16. Initial
        Value
        means,
        with respect to an SAR, the Fair Market Value of one share of Common Stock
        on
        the date of grant, as set forth in an Agreement.

      


      1.17. Non-Qualified
        Stock Option
        means an
        Option other than an Incentive Stock Option.

      


      1.18. Option
        means a
        stock option that entitles the holder to purchase from the Company a stated
        number of shares of Common Stock at the price set forth in an
        Agreement.

      


      1.19. Option
        Price
        means
        the price per share for Common Stock purchased on the exercise of an Option
        as
        provided in Article VI.

      


      1.20. Participant
        means an
        officer, director, employee or consultant of the Company or of a Subsidiary
        who
        satisfies the requirements of Article IV and is selected by the Committee
        to
        receive a Grant or an Award.

      


      1.21. Performance
        Measure
        means
        one or more of the following selected by the Committee to measure Company
        and/or
        business unit performance: net income; basic or diluted earnings per share;
        net
        revenues; gross profit; income before income taxes; earnings before interest
        and
        taxes; earnings before interest, taxes, depreciation and amortization; economic
        profit; free cash flow; operating income; return on assets; return on funds
        employed; return on equity; and the price of Common Stock; each as determined
        in
        accordance with generally accepted accounting principles, where applicable,
        as
        consistently applied by the Company and, if so determined by the Committee
        prior
        to the expiration of the performance period, adjusted, to the extent permitted
        under Section 162(m) of the Code, to omit the effects of extraordinary items,
        the gain or loss on the disposal of a business segment, unusual or infrequently
        occurring events and transactions, and cumulative effects of changes in
        accounting principles. Performance Measure may vary from performance period
        to
        performance period and from Participant to Participant and may be established
        on
        a stand-alone basis, in tandem or in the alternative.

      


      1.22. Plan
        means
        the SportsQuest, Inc. 2007 Stock Incentive Plan. 

      


      1.23. Rule
        16b-3
        means
        Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange
        Act, as amended from time to time. 


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      


      1.24. SAR
        means a
        stock appreciation right granted pursuant to this Plan that entitles the
        holder
        to receive, with respect to each share of Common Stock encompassed by the
        exercise of such SAR, the excess of the Fair Market Value at the time of
        exercise over the Initial Value of the SAR.

      


      1.25. Securities
        Broker
        means
        the registered securities broker acceptable to the Company who agrees to
        effect
        the cashless exercise of an Option pursuant to Section 8.4 hereof.

      


      1.26. Stock
        Award
        means
        Common Stock awarded to a Participant pursuant to Article IX.

      


      1.27. Stock
        Unit
        means an
        award stated with reference to a share of Common Stock that entitles the
        holder
        to receive a payment for each Stock Unit equal to the Fair Market Value of
        a
        share of Common Stock on the date of payment. At the Committee’s discretion, the
        Participant’s rights in Stock Units may be forfeitable or otherwise restricted
        and may be paid in cash, Common Stock or a combination of cash or Common
        Stock.

      


      1.28. Subsidiary
        means
        any corporation, partnership, joint venture or other entity during any period
        in
        which at least a 50% voting or profits interest is owned, directly or
        indirectly, by the Company (or by any entity that is a successor to the
        Company), and any other business venture designated by the Committee in which
        the Company (or an entity that is a successor to the Company) has a significant
        interest, as determined in the discretion of the Committee. 

      


      Article
        II

      


      PURPOSES

      


      The
        Plan
        is intended to assist the Company in recruiting and retaining officers,
        directors, employees and consultants with ability and initiative by enabling
        such persons who contribute significantly to the Company or an Affiliate
        to
        participate in its future success and to better align their interests with
        those
        of the Company and its shareholders. The Plan is intended to permit the award
        of
        Stock Awards, Stock Units and Incentive Awards, and the grant of Options
        qualifying as Incentive Stock Options or Non-Qualified Stock Options as
        designated by the Committee at time of grant, and SARs. No Option that is
        intended to be an Incentive Stock Option, however, shall be invalid for failure
        to qualify as an Incentive Stock Option under Section 422 of the Code but
        shall
        be treated as a Non-Qualified Stock Option.


      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      Article
        III

      


      ADMINISTRATION

      


      The
        Plan
        shall be administered by the Committee. If no Committee is established at
        any
        time, the Plan shall be administered by the Board. No Person shall be appointed
        to or serve as a member of the Committee unless at the time of such appointment
        and service he shall be a “non-employee director” as defined in Rule 16b-3, an
“outside director” within the meaning of Section 162(m) of the Code, and an
“independent director” within the meaning of any applicable listing requirement
        of the New York Stock Exchange applicable to the Committee. The Committee
        shall
        have authority to issue Grants and Awards upon such terms (not inconsistent
        with
        the provisions of this Plan) as the Committee may consider appropriate. The
        terms of such Grants and Awards may include conditions (in addition to those
        contained in this Plan) on (i) the exercisability of all or any part of an
        Option or SAR and (ii) the transferability or forfeitability of a Stock Award,
        Incentive Award or award of Stock Units, including, by way of example and
        not of
        limitation, requirements that a Participant complete a specified period of
        employment or service with the Company or a Subsidiary, requirements that
        the
        Company achieve a specified level of financial performance or financial return.
        Notwithstanding any such conditions, the Committee may, in its discretion,
        accelerate the time at which any Option or SAR may be exercised or the time
        at
        which a Stock Award may become transferable or nonforfeitable or both; provided,
        however, that if an Award is subject to Code section 409A, any acceleration
        must
        satisfy the requirements of such Code section. In addition, the Committee
        shall
        have complete authority to interpret all provisions of this Plan; to prescribe
        the form of Agreements; to adopt, amend, and rescind rules and regulations
        pertaining to the administration of the Plan; and to make all other
        determinations necessary or advisable for the administration of this Plan.
        To
        fulfill the purposes of the Plan without amending the Plan, the Committee
        may
        also modify any Grants or Awards issued to Participants who are nonresident
        aliens or employed outside of the United States to recognize differences
        in
        local law, tax policy or custom provided such modifications are permitted
        by
        Code section 409A, if applicable.

      


      The
        express grant in the Plan of any specific power to the Committee shall not
        be
        construed as limiting any power or authority of the Committee. Any decision
        made, or action taken, by the Committee or in connection with the administration
        of this Plan shall be final and conclusive. All expenses of administering
        this
        Plan shall be borne by the Company.

      


      Article
        IV

      


      ELIGIBILITY

      


      4.1. General.
        Any
        officer, director, employee or consultant of the Company or of any Subsidiary
        (including any corporation that becomes a Subsidiary after the adoption of
        this
        Plan) who, in the judgment of the Committee, has contributed significantly
        or
        can be expected to contribute significantly to the performance of the Company
        or
        a Subsidiary may receive one or more Awards or Grants, or any combination
        or
        type thereof. Employee and non-employee directors of the Company are eligible
        to
        participate in this Plan. 

      


      4.2. Grants
        and Awards.
        The
        Committee will designate individuals to whom Grants and/or Awards are to
        be
        issued and will specify the number of shares of Common Stock subject to each
        such Grant or Award. An Option may be granted alone or in addition to other
        Grants and/or Awards under the Plan. The Committee shall have the authority
        to
        grant any Participant Incentive Stock Options, Non-Qualified Stock Options
        or
        both types of Options (in each case with or without a related SAR); provided,
        however, that Incentive Stock Options may be granted only to employees of
        the
        Company and its subsidiaries (within the meaning of Section 424(f) of the
        Code).
        An SAR may be granted with or without a related Option. All Grants or Awards
        issued under this Plan shall be evidenced by Agreements, which shall be subject
        to applicable provisions of this Plan and to such other provisions as the
        Committee may determine. No Participant may be granted Options that are
        Incentive Stock Options or related SARs (under all Incentive Stock Option
        plans
        of the Company and Affiliates) which are first exercisable in any calendar
        year
        for stock having an aggregate Fair Market Value (determined as of the date
        an
        Option is granted) exceeding $100,000. A Participant may not receive Grants
        and
        Awards under this Plan with respect to more than 200,000 shares of Common
        Stock
        during any calendar year.


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      


      4.3. Designation
        of Option as an Incentive Stock Option or a Non-Qualified Stock
        Option.
        The
        Committee will designate at the time an Option is granted whether the Option
        is
        to be treated as an Incentive Stock Option or a Non-Qualified Stock Option.
        In
        the absence, however, of any such designation, such Option shall be treated
        as a
        Non-Qualified Stock Option.

      


      4.4. Qualification
        of Incentive Stock Option under Section 422 of the
        Code.
        Anything
        in the Plan to the contrary notwithstanding, no term of the Plan relating
        to
        Incentive Stock Options shall be interpreted, amended or altered nor shall
        any
        discretion or authority granted under the Plan be exercised so as to disqualify
        the Plan under Section 422 of the Code or, without the consent of the optionee
        affected, to disqualify any Incentive Stock Option under such Section 422.
        No
        Option that is intended to be an Incentive Stock Option, however, shall be
        invalid for failure to qualify as an Incentive Stock Option under Section
        422 of
        the Code but shall be treated as a Non-Qualified Stock Option.

      


      Article
        V

      


      STOCK
        SUBJECT TO PLAN

       

      5.1. Maximum
        Number of Shares to be Issued.
        Subject
        to the adjustment provisions of Article XII and the provisions of (a) and
        (b) of
        this Section 5.1, up to 2,000,000 shares of Common Stock plus any shares
        remaining under the Prior Plan on the effective date may be issued under
        the
        Plan. In addition to such authorization, the following shares of Common Stock
        may be issued under the Plan: 

      


      (a) Shares
        of
        Common Stock that are forfeited under the Prior Plan and shares of Common
        Stock
        that are not issued under the Prior Plan because of the cancellation,
        termination or expiration of Grants and Awards, and/or other similar events
        under the Prior Plan shall be available for issuance under this
        Plan.

      


      (b) Shares
        of
        Common Stock that are forfeited under the Plan and shares of Common Stock
        that
        are not issued under the Plan because of the cancellation, termination or
        expiration of Grants and Awards and/or other similar events under the Plan,
        shall be available for issuance under the Plan.

      


      Subject
        to the adjustment provisions of Article XII, not more than 500,000 shares
        of
        Common Stock shall be issued under this Plan pursuant to Stock Awards, Stock
        Units or Incentive Awards.

      


      Subject
        to the foregoing provisions of this Section 5.1, if a Grant or an Award may
        be
        paid only in shares of Common Stock, or in either cash or shares of Common
        Stock, the shares of Common Stock shall be deemed to be issued hereunder
        only
        when and to the extent that payment is actually made in shares of Common
        Stock.



      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      


      5.2. Independent
        SARs.
        Upon
        the exercise of an SAR granted independently of an Option, the Company may
        deliver to the Participant authorized but previously unissued Common Stock,
        cash, or a combination thereof as provided in Section 8.6. The maximum aggregate
        number of shares of Common Stock that may be issued pursuant to SARs that
        are
        granted independently of Options is subject to the provisions of Section
        5.1.
        hereof.

      


      Article
        VI

      


      OPTION
        PRICE

      


      The
        price
        per share for Common Stock purchased on the exercise of an Option shall be
        fixed
        by the Committee, but shall not be less than the Fair Market Value on the
        date
        of grant.

      


      Article
        VII

      


      EXERCISE
        OF OPTIONS AND SARS

      


      7.1. Maximum
        Option Period or SAR Period.
        The
        period in which an Option or SAR may be exercised shall be determined by
        the
        Committee on the date of grant; provided, however that an Incentive Stock
        Option
        shall not be exercisable after the expiration of 10 years from the date the
        Incentive Stock Option was granted and any SAR related to an Incentive Stock
        Option may not be exercised after the expiration of the underlying Incentive
        Stock Option. The term of exercisability of any Option may not be extended
        or
        renewed except as may be permitted by Code section 409A.

      


      7.2. Non-Transferability
        of Options and SARs. Non-Qualified
        Stock Options and SARs may be transferable by a Participant and exercisable
        by a
        person other than a Participant, but only to the extent such transfer is
        not
        made for value, specifically provided for in an Option or SAR Agreement and
        subject to applicable securities laws requirements. Incentive Stock Options
        and
        any related SARs, by their terms, shall not be transferable except by will
        or by
        the laws of descent and distribution and shall be exercisable, during the
        Participant’s lifetime, only by the Participant. No right or interest of a
        Participant in any Option or SAR shall be liable for, or subject to, any
        lien,
        obligation or liability of such Participant. 

      


      7.3. Employee
        Status.
        For
        purposes of determining the applicability of Section 422 of the Code (relating
        to Incentive Stock Options), or in the event that the terms of any Grant
        provide
        that it may be exercised only during employment or within a specified period
        of
        time after termination of employment, the Committee may decide to what extent
        leaves of absence for governmental or military service, illness, temporary
        Disability, or other reasons shall not be deemed interruptions of continuous
        employment.


      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      


      Article
        VIII

      


      METHOD
        OF EXERCISE

      


      8.1. Exercise.
        Subject
        to the provisions of Articles VII and XIII, an Option or SAR may be exercised in
        whole at any time or in part from time to time at such times and in compliance
        with such requirements as the Committee shall determine; provided, however,
        that
        an SAR that is related to an Incentive Stock Option may be exercised only
        to the
        extent that the related Option is exercisable and when the Fair Market Value
        exceeds the Option Price of the related Option. An Option or SAR granted
        under
        this Plan may be exercised with respect to any number of whole shares less
        than
        the full number for which the Option or SAR could be exercised. Such partial
        exercise of an Option or SAR shall not affect the right to exercise the Option
        or SAR from time to time in accordance with this Plan with respect to remaining
        shares subject to the Option or SAR. The exercise of an Option shall result
        in
        the termination of any related SAR to the extent of the number of shares
        with
        respect to which the Option is exercised. 

      


      8.2. Payment.
        Unless
        otherwise provided by the Agreement, payment of the Option Price shall be
        made
        in cash. If the Agreement provides, payment of all or part of the Option
        Price
        may be made by surrendering (by either actual delivery or
        attestation) already
        owned shares of Common Stock to the Company and the payment of applicable
        minimum statutory withholding taxes may be made by the Company withholding
        whole
        shares of Common Stock from the Participant upon exercise, provided the shares
        surrendered or withheld have a Fair Market Value (determined as of the day
        preceding the date of exercise) that is not less than such price or part
        thereof
        and any such minimum statutory withholding taxes. In addition, the Committee
        may
        establish such payment or other terms as it may deem to be appropriate and
        consistent with these purposes.  

      


      8.3. Shareholder
        Rights.
        No
        Participant shall have any rights as to shareholder of the Company with respect
        to shares subject to his Option or SAR until the date he exercises his Option
        or
        SAR.

      


      8.4. Cashless
        Exercise.
        To the
        extent permitted under the applicable laws and regulations, at the request
        of
        the Participant and with the consent of the Committee, the Company agrees
        to
        cooperate in a “cashless exercise” of the Option. The cashless exercise shall be
        effected by the Participant delivering to the Securities Broker instructions
        to
        exercise all or part of the Option, including instructions to sell a sufficient
        number of shares of Common Stock to cover the costs and expenses associated
        therewith. The Committee may permit a Participant to elect to pay any applicable
        withholding taxes by requesting that the Company withhold the number of shares
        of Common Stock equivalent at current Fair Market Value to the minimum statutory
        withholding taxes due.

      


      8.5. Cashing
        Out of Option. The
        Committee may elect to cash out all or part of the portion of any Option
        to be
        exercised by paying the optionee an amount, in cash or Common Stock, equal
        to
        the excess of the Fair Market Value of the Common Stock that is the subject
        of
        the portion of the Option to be exercised over the Option Price times the
        number
        of shares of Common Stock subject to the portion of the Option to be exercised
        on the effective date of such cash out.

      


      8.6. Determination
        of Payment of Cash and/or Common Stock Upon Exercise of
        SAR.
        At the
        Committee’s discretion, the amount payable as a result of the exercise of an SAR
        may be settled in cash, Common Stock, or a combination of cash and Common
        Stock.
        No fractional shares shall be delivered upon the exercise of an
        SAR.


      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      


      Article
        IX

      


      STOCK
        AWARDS

      


      9.1. Award.
        In
        accordance with the provisions of Article IV, the Committee will designate
        persons to whom a Stock Award is to be made and will specify the number of
        shares of Common Stock covered by such Award or Awards.

      


      9.2. Vesting.
        The
        Committee, on the date of the Award, may prescribe that the Participant’s rights
        in a Stock Award shall be forfeitable or otherwise restricted for a period
        of
        time or subject to the satisfaction of performance objectives, including
        performance objectives stated with reference to Performance Measures, or
        such
        other conditions as may be set forth in an Agreement. Subject to the provisions
        of Article XIII hereof, the Committee may award a Stock Award to a Participant
        which is not forfeitable and is free of any restrictions on
        transferability.

      


      9.3. Shareholder
        Rights.
        Prior
        to their forfeiture (in accordance with the terms of the Agreement and shares
        of
        Common Stock granted pursuant to a Stock Award may be forfeited or are
        nontransferable), a Participant will have all rights of a shareholder with
        respect to a Stock Award, including the right to receive dividends and vote
        the
        shares; provided, however, that (i) a Participant may not sell, transfer,
        pledge, exchange, hypothecate, or otherwise dispose of shares of Stock granted
        pursuant to a Stock Award, (ii) the Company shall retain custody of the
        certificates evidencing shares of Common Stock granted pursuant to a Stock
        Award, and (iii) the Participant will deliver to the Company a stock power,
        endorsed in blank, with respect to each Stock Award.

      


      Article
        X

      


      STOCK
        UNITS

      


      10.1. Award.
        Pursuant
        to this Plan or an Agreement establishing additional terms and conditions,
        the
        Committee may designate each individual to whom an award of Stock Units is
        to be
        made and will specify the number of Stock Units covered by the
        Award.

      


      10.2. Earning
        the Award.
        The
        Committee, on the date of grant of the Award, may prescribe that the Stock
        Units
        or a portion thereof, will be earned only upon, and the Participant will
        be
        entitled to receive a payment pursuant to the Award of Stock Units, only
        upon
        the satisfaction of performance objectives or such other criteria as may
        be
        prescribed by the Committee and set forth in the Agreement, including
        performance objectives stated with reference to Performance Measures.



      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      


      10.3. Shareholder
        Rights.
        No
        Participant shall, as a result of receiving a Stock Unit Award, have any
        of the
        rights of a shareholder with respect to such Stock Unit Award until and to
        the
        extent such Stock Units are earned and settled in shares of Common Stock.
        

      


      10.4. Payment.
        At the
        Committee’s discretion, the amount payable when an award of Stock Units is
        earned may be settled in cash, Common Stock or a combination of cash and
        Common
        Stock. Fractional shares shall be deliverable when an Award of Stock Units
        is
        earned.

      


      10.5. Nontransferability.
        A
        Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise
        dispose of a Stock Unit Award other than by will or the laws of descent and
        distribution and the Participant’s right or interest in a Stock Unit Award may
        not be liable for, or subject to, any lien, obligation or liability of such
        Participant.

      


      Article
        XI

      


      INCENTIVE
        AWARDS

      


      11.1. Award.
        The
        Committee shall designate Participants to whom Incentive Awards are made.
        All
        Incentive Awards shall be finally determined exclusively by the Committee
        under
        the procedures established by the Committee. With respect to an Incentive
        Award
        based on a performance period of one year, no Participant may receive an
        Incentive Award payment in any calendar year that exceeds $2,500,000. With
        respect to an Incentive Award based on a performance period of more than
        one
        year, no Participant may receive an Incentive Award payment in any calendar
        year
        that exceeds the product of (i) $200,000 and (ii) the number of months in
        the
        performance period. 

      


      11.2. Terms
        and Conditions.
        The
        Committee, at the time an Incentive Award is made, shall specify the terms
        and
        conditions which govern the Award. The restrictions set forth in the Agreement
        must include the attainment of performance objectives, including performance
        objectives stated with reference to Performance Measures. By way of example
        and
        not of limitation, the performance objectives may provide that the Incentive
        Award will be earned only if the Company, a Subsidiary or the Company and
        its
        Subsidiaries or the Participant achieve stated objectives, including objectives
        stated with reference to Performance Measures. 

      


      11.3. Payment.
        In
        the
        discretion of the Committee, the Award payable when an Incentive Award is
        earned, may be settled in cash, by the issuance of Common Stock, grant of
        Stock
        Units, or a combination of cash, Common Stock and/or Stock Units. 

      


      11.4. Nontransferability.
        Incentive
        Awards granted under this Plan shall be nontransferable except by will or
        by the
        laws of descent and distribution. No right or interest of a Participant in
        an
        Incentive Award shall be liable for, or subject to, any lien, obligation,
        or
        liability of such Participant. 

      


      11.5. Employee
        Status.
        If
        the
        terms of an Incentive Award provide that a payment will be made thereunder
        only
        if the Participant completes a stated period of employment or service, the
        Committee may decide to what extent leaves of absence for governmental or
        military service, illness, temporary disability or other reasons shall not
        be
        deemed interruptions of continuous employment or service. 

      


      11.6. Shareholder
        Rights.
        No
        Participant shall, as a result of receiving an Incentive Award, have any
        rights
        as to shareholder of the Company or any Subsidiary on account of such Award
        until, and except to the extent that, the Incentive Award is earned and settled
        in shares of Common Stock. 


      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

      Article
        XII

      


      ADJUSTMENT
        UPON CHANGE IN COMMON STOCK

      


      Should
        the Company effect one or more (x) stock dividends, stock split-ups,
        subdivisions or consolidations of shares or other similar changes in
        capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other
        such
        distribution of assets to shareholders; or (z) direct or indirect assumptions
        and/or conversions of outstanding Options due to an acquisition of the Company,
        then the maximum number of shares as to which Grants and Awards may be issued
        under this Plan shall be proportionately adjusted and their terms shall be
        adjusted as the Committee shall determine to be equitably required, provided
        that the number of shares subject to any Grant or Award shall always be a
        whole
        number. Any determination made under this Article XII by the Committee shall
        be
        final and conclusive.

      


      The
        issuance by the Company of shares of stock of any class, or securities
        convertible into shares of stock of any class, for cash or property or for
        labor
        or services, either upon 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 with respect to any Grant or
        Award.

       

      Article
        XIII

      


      COMPLIANCE
        WITH LAW AND APPROVAL OF REGULATORY BODIES

      


      No
        Grant
        shall be exercisable, no Common Stock shall be issued, no certificates for
        shares of Common Stock shall be delivered, and no payment shall be made under
        this Plan except in compliance with all applicable federal and state laws
        and
        regulations (including, without limitation, withholding tax requirements)
        and
        the rules of all domestic stock exchanges on which the Company’s shares may be
        listed. The Company may rely on an opinion of its counsel as to such compliance.
        Any share certificate issued to evidence Common Stock for which a Grant is
        exercised or an Award is issued may bear such legends and statements as the
        Committee may deem advisable to assure compliance with federal and state
        laws
        and regulations. No Grant shall be exercisable, no Common Stock shall be
        issued,
        no certificate for shares shall be delivered, and no payment shall be made
        under
        this Plan until the Company has obtained such consent or approval as the
        Committee may deem advisable from regulatory bodies having jurisdiction over
        such matters. 


      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

      Article
        XIV

      


      GENERAL
        PROVISIONS

      


      14.1. Effect
        on Employment.
        Neither
        the adoption of this Plan, its operation, nor any documents describing or
        referring to this Plan (or any part thereof) shall confer upon any employee
        any
        right to continue in the employ of the Company or a Subsidiary or in any
        way
        affect any right and power of the Company or a Subsidiary to terminate the
        employment of any employee at any time with or without assigning a reason
        therefor.

      


      14.2. Unfunded
        Plan.
        The
        Plan, insofar as it provides for a Grant or an Award, is not required to
        be
        funded, and the Company shall not be required to segregate any assets that
        may
        at any time be represented by a Grant or an Award under this Plan.

      


      14.3. Rules
        of Construction.
        Headings are given to the articles and sections of this Plan solely for ease
        of
        reference and are not to be considered in construing the terms and conditions
        of
        the Plan. The reference to any statute, regulation, or other provision of
        law
        shall be construed to refer to any amendment to or successor of such provision
        of law. 

      


      14.4. Rule
        16b-3 Requirements.
        Notwithstanding any other provisions of the Plan, the Committee may impose
        such
        conditions on any Grant or Award, and the Board may amend the Plan in any
        such
        respects, as they may determine, on the advice of counsel, are necessary
        or
        desirable to satisfy the provisions of Rule 16b-3. Any provision of the Plan
        to
        the contrary notwithstanding, and except to the extent that the Committee
        determines otherwise: (a) transactions by and with respect to officers and
        directors of the Company who are subject to Section 16(b) of the Exchange
        Act
        shall comply with any applicable conditions of Rule 16b-3; and (b) every
        provision of the Plan shall be administered, interpreted, and construed to
        carry
        out the foregoing provisions of this sentence. 

      


      14.5. Amendment,
        Modification, and Termination.
        At any
        time and from time to time, the Board may terminate, amend, or modify the
        Plan.
        Such amendment or modification may be without shareholder approval except
        to the
        extent that such approval is required by the Code, pursuant to the rules
        under
        Section 16 of the Exchange Act, by any national securities exchange or system
        on
        which the Common Stock is then listed or reported, by any regulatory body
        having
        jurisdiction with respect thereto, or under any other applicable laws, rules,
        or
        regulations. No termination, amendment, or modification of the Plan, other
        than
        pursuant to Section 14.4 herein, shall in any manner adversely affect any
        Grant
        or Award theretofore issued under the Plan, without the written consent of
        the
        Participant. The Committee may amend the terms of any Grant or Award theretofore
        issued under this Plan, prospectively or retrospectively, but no such amendment
        shall impair the rights of any Participant without the Participant’s written
        consent except an amendment provided for or contemplated in the terms of
        the
        Grant or Award, an amendment made to cause the Plan, or Grant or Award, to
        qualify for the exemption provided by Rule 16b-3, or an amendment to make
        an
        adjustment under Article XII. 


      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      


      14.6. Repricing
        of Options and SARs.
        An
        Option
        or SAR may not be repriced
        without the approval of the shareholders of the Company after the date of
        grant
        of such Option or SAR. For this purpose, a repricing means any of the following
        (or such other action that has the same effect as any of the following):
        (a)
        amending the terms of an Option or SAR to reduce the exercise price of such
        Option or the grant price of an SAR; (b) taking any action that is treated
        as a
        repricing under generally accepted accounting principles; and (c) repurchasing
        for cash or canceling an Option or SAR in exchange for another Award at a
        time
        when the exercise price of such Option or grant price of such SAR is greater
        than the Fair Market Value of Common Stock, unless the cancellation and exchange
        occurs in connection with an event set forth in Article XII. Such cancellation
        and exchange is considered a repricing regardless of whether it is treated
        as a
        repricing under generally accepted accounting principles and regardless of
        whether it is voluntary on the part of the Participant.

      


      14.7. Governing
        Law.
        The
        validity, construction and effect of the Plan and any actions taken or related
        to the Plan shall be determined in accordance with the laws of the State
        of
        Delaware and applicable federal law.

      


      14.8. Successors
        and Assigns.
        All
        obligations of the Company under the Plan, with respect to Grants and Awards
        issued hereunder shall be binding on any successor to the Company, whether
        the
        existence of such successor is the result of a direct or indirect purchase,
        merger, consolidation, or otherwise, of all or substantially all of the business
        and/or assets of the Company. The Plan shall be binding on all successors
        and
        permitted assigns of a Participant, including, but not limited to, the estate
        of
        such Participant and the executor, administrator or trustee of such estate,
        and
        the guardians or legal representative of the Participant.

      


      14.9. Effect
        on Prior Plans and Other Compensation Arrangements. The
        adoption of this Plan shall have no effect on Grants and Awards made or to
        be
        made pursuant to the Prior Plans and the Company’s other compensation
        arrangements. Nothing contained in this Plan shall prevent the Company from
        adopting other or additional compensation plans or arrangements for its
        officers, directors, employees or consultants.

      


      14.10. Limitation
        of Implied Rights.
        Neither
        a Participant nor any other person shall, by reason of participation in the
        Plan, acquire any right in or title to any assets, funds or property of the
        Company or any Subsidiary whatsoever, including, without limitation, any
        specific funds, assets, or other property which the Company or any Subsidiary,
        in its sole discretion, may set aside in anticipation of a liability under
        the
        Plan. Except for those rights in Stock Awards specifically set forth in
        subsection 9.3 hereof, a Participant shall have only a contractual right
        to the
        Stock or amounts if any, payable under the Plan, unsecured by any assets
        of the
        Company or any Subsidiary, and nothing contained in the Plan shall constitute
        a
        guarantee that the assets of the Company or any Subsidiary shall be sufficient
        to pay any benefits to any person. The Plan does not constitute a contract
        of
        employment, and selection as a Participant will not give any participating
        employee the right to be retained in the employ of the Company or any
        Subsidiary, nor any right or claim to any benefit under the Plan, unless
        such
        right or claim has specifically accrued under the terms of the Plan. Except
        as
        otherwise provided in the Plan, no Award or Grant under the Plan shall confer
        upon the holder thereof any rights as a shareholder of the Company prior
        to the
        date on which the individual fulfills all conditions for receipt of such
        rights. 


      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

       

      14.11. Duration
        of Plan. No
        Grant
        or Award may be issued under this Plan before November 21, 2007, or after
        November 21, 2017. Grants and Awards issued on or after November 21, 2007,
        but
        on or before November 21, 2017, shall remain valid in accordance with their
        terms. 

      


      14.12. Effective
        Date.
        This
        Plan has been approved by the Board, effective as of November 21, 2007. The
        Board may decide whether to place the approval of the plan before the
        shareholders of the Company entitled to vote. 


      
        
           

        

        
          -13-