AMERICAN
      RACING CAPITAL, INC.

    STOCK
      INCENTIVE PLAN

    


    Effective
      November __, 2007

    


    


    Article
      I

    Purpose
      and Adoption of the Plan

    


    1.01 Purpose. The
      American Racing Capital, Inc. Stock
      Incentive Plan (the “Plan”) was adopted by the Company to assist it in
      attracting and retaining highly competent employees, directors, and consultants;
      to act as an incentive in motivating selected employees, directors, and
      consultants of the Company to achieve long-term corporate objectives; and to
      allow those employees, directors, and consultants to share the benefits of
      future growth in the value of the Company that they help to create by providing
      them with the opportunity to acquire shares of Common Stock.

    


    1.02 Adoption
      and Term. The
      Plan
      was approved by the Board and is effective as of November __, 2007 (the
“Effective Date”). This Plan shall remain in effect until the tenth
      (10th)
      anniversary of the Effective Date, or until terminated by action of the Board,
      whichever occurs sooner.

    


    Article
      II

    Definitions

    


    For
      the
      purposes of this Plan, capitalized terms shall have the following meanings:
      

    


    2.01 Award. “Award”
      means any grant to a Participant of one or a combination of: Non-Qualified
      Stock
      Options or Incentive Stock Options described in Article VI or Restricted Stock
      described in Article VII.

    


    2.02 Award
      Agreement.“Award
      Agreement” means a written agreement between the Company and a Participant or a
      written notice from the Company to a Participant specifically setting forth
      the
      terms and conditions of an Award granted under the Plan.

    


    2.03 Beneficiary.“Beneficiary”
means
      an individual, trust, or estate who or which, by a written
      designation of the Participant filed with the Company or by operation of law,
      succeeds to the rights and obligations of the Participant under the Plan and
      an
      Award Agreement upon the Participant’s death.

    


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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.05 Change
      in Control.“Change
      in Control” means any one of the following events:

    


    (a) the
      acquisition in one or more transactions by any individual, entity, or group
      (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other
      than a beneficial owner (within the meaning of Rule 13d-3 promulgated under
      the
      Exchange Act) of beneficial ownership in excess of fifty percent (50%) of the
      Common Stock outstanding at that time; provided,
      however,
      that
      the term “Change in Control” shall not include any acquisition by any
      individual, entity or group including or otherwise controlled by individuals
      and
      entities who were beneficial owners of the Company’s outstanding Common Stock
      immediately prior to the acquisition in substantially the same proportion as
      their ownership immediately prior to the acquisition of the Company’s Common
      Stock; or

    


    (b) the
      consummation of a Merger, unless, following the Merger, stock possessing at
      least fifty percent (50%) of the total combined voting power of the issued
      and
      outstanding shares of all classes of the voting common stock of the corporation
      resulting from the Merger is beneficially owned, directly or indirectly, by
      individuals and entities who were beneficial owners of the Company’s Common
      Stock immediately prior to the Merger in substantially the same proportion
      as
      their ownership in the Company immediately prior to the Merger; or

    


    (c) the
      consummation of a complete liquidation or dissolution of the
      Company.

    


    2.06 Code.“Code”
      means the Internal Revenue Code of 1986, as amended. References to a section
      of
      the Code include that section and any comparable section or sections of any
      future legislation that amends, supplements, or supersedes that
      section.

    


    2.07 Common
      Stock.
      “Common
      Stock” means the common stock, par value $.001 per share, of the
      Company.

    


    2.08 Company.
      “Company”
      means American Racing Capital, Inc. a Nevada corporation, and its
      successors.

    


    2.09 Date
      of Grant. “Date
      of
      Grant” means the date designated by the Board as the date as of which it grants
      an Award, which shall not be earlier than the date on which the Board approves
      the granting of the Award.

    


    2.10 Disability.“Disability”
means
      a total and permanent disability that, due to physical or
      mental illness, injury, or disease, renders a Participant unable to perform
      any
      services for the Company and, in the opinion of a qualified physician designated
      by the Board, the disability will be permanent and continuous during the
      remainder of the Participant’s life. 

    


    2.11 Effective
      Date.“Effective
      Date” is defined in Section 1.02.

    


    2.12 Exchange
      Act.“Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    
      
         

      

      
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    2.13 Exercise
      Price.“Exercise
      Price,” with respect to Options, shall have the meaning set forth in
      Section 6.01(b) below.

    


    2.14 Fair
      Market Value.“Fair
      Market Value” means, as of any applicable date: (i) if the Common Stock is
      listed on a national securities exchange or is authorized for quotation on
      the
      Nasdaq National Market System (“NMS”), the closing price sales price of the
      Common Stock on the exchange or NMS, as the case may be, on that date, or,
      if no
      sale of the Common Stock occurred on that date, on the next preceding date
      on
      which there was a reported sale; or (ii) if none of the above apply, the closing
      bid price as reported by the Nasdaq SmallCap Market on that date, or if no
      price
      was reported for that date, on the next preceding date for which a price was
      reported; or (iii) if none of the above apply, the last reported bid price
      published in the “pink sheets” or displayed on the National Association of
      Securities Dealers, Inc. (“NASD”), Electronic Bulletin Board, as the case may
      be; or (iv) if none of the above apply, the fair market value of the Common
      Stock as determined under procedures established by the Board; provided that
      any
      such determination shall be in compliance with the requirements of Section
      409A
      of the Code. 

    


    2.15 Incentive
      Stock Option.“Incentive
      Stock Option” means a stock option within the meaning of Section 422
      of the Code.

    


    2.16 Merger.“Merger”
      means any merger, reorganization, consolidation, share exchange, transfer of
      assets, or other transaction having a similar effect involving the
      Company.

    


    2.17 Non-Qualified
      Stock Option.“Non-Qualified
      Stock Option” means a stock option that is not an Incentive Stock
      Option.

    


    2.18 Option.“Option”
      means all Non-Qualified Stock Options and Incentive Stock Options granted at
      any
      time under the Plan.

    


    2.19 Participant.“Participant”
means
      a person designated to receive an Award under the Plan in
      accordance with Section 5.01 below.

    


    2.20 Plan.“Plan”
      means the American Racing Capital, Inc. Stock Incentive Plan, as it may be
      amended from time to time.

    


    2.21 Purchase
      Price. “Purchase
      Price” means the amount that a Participant is or may be required to
      pay with respect to an Award of Restricted Stock under Article VII or with
      respect to an Award of stock purchase rights under Section 6.05.

    


    2.22 Restricted
      Stock.“Restricted
      Stock” means an Award consisting of shares of Common Stock subject
      to the restrictions granted under Article VII below.

    


    2.23 Termination
      of Employment. “Termination
      of Employment” means the termination of a Participant’s employment or services
      with the Company for any reason, including death, Disability, retirement, or
      as
      the result of the divestiture of the Participant’s employer or any similar
      transaction in which the Participant’s employer ceases to be the Company.
      Whether entering military or other government service shall constitute
      Termination of Employment, or whether a Termination of Employment shall occur
      as
      a result of Disability, shall be determined in each case by the Board in its
      sole discretion.

     

    
      
         

      

      
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    Article
      III

    Administration

    


    3.01 Board.
      The Plan
      shall be administered by the Company’s Board. The Board shall have exclusive and
      final authority in each determination, interpretation, or other action affecting
      the Plan and its Participants. The Board shall have the sole discretionary
      authority to interpret the Plan, to establish and modify administrative rules
      for the Plan, to impose conditions and restrictions on Awards that it determines
      appropriate, and to take steps in connection with the Plan and Awards granted
      under it that the Board may deem necessary or advisable. The Board may, subject
      to compliance with applicable legal requirements, delegate its powers and
      authority under the Plan as it deems appropriate to designated officers or
      employees of the Company. In addition, the Board may appoint a committee to
      exercise any of the authority conferred upon the Board under this Plan. In
      the
      event of a delegation of authority or exercise of authority by a committee,
      references in the Plan to the Board shall be deemed to refer to the delegate
      of
      the Board or the committee, as the case may be.

    


    3.02 Compliance
      with Section 409A of the Code.
      The
      Company intends that all Options granted under the Plan not be considered to
      provide for the deferral of compensation under Section 409A of the Code and
      that
      any other Award that does provide for such deferral of compensation shall comply
      with the requirements of Section 409A of the Code and, accordingly, this Plan
      shall be so administered and construed.  Further, the Company may modify
      the Plan and any Award to the extent necessary to fulfill this
      intent.

    


    Article
      IV

    Stock

    


    4.01 Number
      of Shares Issuable.
      The
      total number of shares authorized to be issued under the Plan (including shares
      issued pursuant to Incentive Stock Options) shall be three million (3,000,000) shares
      of
      the Company’s Common Stock. 
      The
      number of shares available for issuance under the Plan shall be subject to
      adjustment in accordance with Section 8.07 below. The shares to be offered
      under
      the Plan shall be authorized and unissued shares of Common Stock, or issued
      shares of Common Stock that have been reacquired by the Company.

    


    4.02 Shares
      Subject to Terminated Awards.
      Shares
      of Common Stock covered by any unexercised portions of terminated Options
      (including canceled or forfeited Options) granted under Article VI may be
      subject to new Awards under the Plan.

     

    
      
         

      

      
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    Article
      V

    Participation

    


    5.01 Eligible
      Participants.
      Participants in the Plan shall be employees, directors, and consultants of
      the
      Company that the Board, in its sole discretion, may designate from time to
      time.
      The Board’s designation of a Participant in any year shall not require the Board
      to designate the person to receive Awards in any other year. The Board shall
      consider those factors it deems pertinent in selecting Participants and in
      determining the types and amounts of their respective Awards. 

    


    Article
      VI

    Stock
      Options

    


    6.01 Option
      Awards.

    


    (a) Grant
      of Options.
      The
      Board may grant, to Participants who the Board may select, Options entitling
      the
      Participants to purchase shares of Common Stock from the Company in the amount,
      at the price, on the terms, and subject to the conditions, not inconsistent
      with
      the terms of the Plan, that may be established by the Board. The terms of any
      Option granted under the Plan shall be set forth in an Award
      Agreement.

    


    (b) Exercise
      Price of Options.
      Subject
      to Section 6.01(d) below with respect to certain Incentive Stock Options, the
      Exercise Price of each option for purchase of shares of Common Stock under
      any
      Option granted under the Plan shall be determined by the Board and shall be
      equal to or greater than the Fair Market Value of the Common Stock as of the
      Date of Grant.

    


    (c) Designation
      of Options.
      Except
      as otherwise expressly provided in the Plan, the Board may designate an Option
      as an Incentive Stock Option or a Non-Qualified Stock Option at the time the
      grant is made; provided,
      however,
      that an
      Option may be designated as an Incentive Stock Option only if the applicable
      Participant is an employee of the Company on the Date of Grant.

    


    (d) Special
      Incentive Stock Option Rules.
      No
      Participant may be granted Incentive Stock Options under the Plan (or any other
      plans of the Company) that would result in Incentive Stock Options to purchase
      shares of Common Stock with an aggregate Fair Market Value (measured on the
      Date
      of Grant) of more than $100,000 first becoming exercisable by the Participant
      in
      any one calendar year. Notwithstanding any other provision of the Plan to the
      contrary, no Incentive Stock Option shall be granted to any person who, at
      the
      time the Option is granted, owns stock (including stock owned by application
      of
      the constructive ownership rules in Section 424(d) of the Code) possessing
      more
      than 10% of the total combined voting power of all classes of stock of the
      Company, unless at the time the Incentive Stock Option is granted the Exercise
      Price is at least 110% of the Fair Market Value of the Common Stock subject
      to
      the Option and the Incentive Stock Option by its terms is not exercisable for
      more than five years from the Date of Grant.

     

    
      
         

      

      
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    (e) Rights
      as a Stockholder.
      A
      Participant or a transferee of an Option pursuant to Section 8.04 below shall
      have no rights as a stockholder with respect to the shares of Common Stock
      covered by an Option until that Participant or transferee becomes the holder
      of
      record of the shares, and no adjustment shall be made to the shares of Common
      Stock for dividends in cash or other property or distributions of other rights
      on the Common Stock for which the record date is prior to the date on which
      that
      Participant or transferee became the holder of record of any of the shares
      covered by the Option; provided,
      however,
      that
      Participants are entitled to share adjustments to reflect capital changes under
      Section 8.07.

    


    6.02 Terms
      of Stock Options.

    


    (a) Conditions
      on Exercise.
      An Award
      Agreement with respect to Options may contain any waiting periods, vesting
      dates, exercise dates, and restrictions on exercise (including, but not limited
      to, periodic installments) that may be determined by the Board at the time
      of
      grant.

    


    (b) Duration
      of Options.
      Options
      shall terminate after the first to occur of the following events:

    


    (i) expiration
      of the Option as provided in the related Award Agreement; 

    


    (ii) termination
      of the Award as provided in Section 6.02(e), following the applicable
      Participant’s Termination of Employment; and

    


    (iii) ten
      (10)
      years from the Date of Grant (five years in certain cases, as described in
      Section 6.01(d)).

    


    (c) Acceleration
      of Exercise Time.
      The
      Board, in its sole discretion, shall have the right (but shall not in any case
      be obligated), exercisable at any time after the Date of Grant, to permit the
      exercise of any Option prior to the time the Option would otherwise vest under
      the terms of the related Award Agreement.

    


    (d) Extension
      of Exercise Time.
      In
      addition to the extensions permitted under Section 6.02(e) below in the event
      of
      Termination of Employment, the Board, in its sole discretion, shall have the
      right (but shall not in any case be obligated), exercisable on or at any time
      after the Date of Grant, to permit the exercise of any Option after its
      expiration date described in Section 6.02(e), subject, however, to the
      limitations described in Section 6.02(b)(iii) above.

     

    
      
         

      

      
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    (e) Exercise
      of Options Upon Termination of Employment.
      Unless
      an Optionee’s Award Agreement provides otherwise, the following rules shall
      govern the treatment of Options upon Termination of Employment:

    


    (i) Termination
      of Options Upon Termination of Employment.

    


    (A) Termination
      Other Than Due to Death or Disability.
      In the
      event of a Participant’s Termination of Employment for any reason other than
      death or Disability, the right of the Participant to exercise any vested Option
      shall, unless the exercise period is extended by the Board in accordance with
      Section 6.02(d) above, terminate upon the earlier of (1) ninety days after
      the
      date of the Termination of Employment and (2) the date of expiration of the
      Option determined pursuant to Sections 6.02(b)(i) or (iii) above.

    


    (B) Death
      or Disability.
      In the
      event of a Participant’s Termination of Employment by reason of death or
      Disability, the right of the Participant to exercise any vested Option shall,
      unless the exercise period is extended by the Board in accordance with Section
      6.02(d) above, terminate upon the earlier of (1) the first anniversary of the
      date of the Termination of Employment and (2) the date of expiration of the
      Option determined pursuant to Sections 6.02(b)(i) or (iii) above.

    


    (ii) Termination
      of Unvested Options Upon Termination of Employment.
      Subject
      to Section 6.05 below, to the extent the right to exercise an Option, or any
      portion of an Option, has not vested as of the date of Termination of
      Employment, the right shall expire on the date of Termination of Employment
      regardless of the reason for the Termination of Employment.

    


    6.03 Exercise
      Procedures.
      Each
      Option granted under the Plan shall be exercised by written notice to the
      Company that must be received by the officer or employee of the Company
      designated in the Award Agreement at or before the close of business on the
      expiration date of the Award. The Exercise Price of shares purchased upon
      exercise of an Option granted under the Plan shall be paid in full in cash
      by
      the Participant pursuant to the Award Agreement; provided,
      however,
      that the
      Board may (but shall not be required to) permit payment to be made by delivery
      to the Company of either (a) shares of Common Stock held by the Participant
      for
      at least six months or (b) any combination of cash and Common Stock
      or (c) such
      other consideration as the Committee deems appropriate and in compliance with
      applicable law (including payment in accordance with a brokerage transaction
      as
      permitted under the provisions of Regulation T applicable to cashless exercises
      promulgated by the Federal Reserve Board, so long as the Company's equity
      securities are registered under Section 12 of the Exchange Act, unless
      prohibited by Section 402 of the Sarbanes-Oxley Act of 2002). In the event
      that
      any shares of Common Stock are transferred to the Company to satisfy all or
      any
      part of the Exercise Price, the part of the Exercise Price deemed to have been
      satisfied by the transfer of shares of Common Stock shall be equal to the
      product derived by multiplying the Fair Market Value as of the date of exercise
      times the number of shares of Common Stock transferred to the Company. The
      Participant may not transfer to the Company in satisfaction of the Exercise
      Price any fractional share of Common Stock. Any part of the Exercise Price
      paid
      in cash upon the exercise of any Option shall be added to the general funds
      of
      the Company and may be used for any proper corporate purpose. Unless the Board
      otherwise determines, any shares of Common Stock transferred to the Company
      as
      payment of all or part of the Exercise Price upon the exercise of any Option
      shall be held as treasury stock.

    


    
      
         

      

      
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    6.04 Change
      in Control.
      An Award
      Agreement may, but need not, provide that in the event of a Participant’s
      Termination of Employment by the Company without cause (as determined in the
      discretion of the Board) within a specified period following a Change in
      Control, all Options outstanding on the date of the Termination of Employment
      that have not previously vested or terminated under the terms of the applicable
      Award Agreement shall be immediately and fully vested and exercisable.
As
      an exception to the foregoing,
      unless otherwise determined by the Board, no Change in Control of the Company
      shall be deemed to have occurred for purposes of determining a Participant's
      rights under this Plan if (i) the Participant is a member of a group that first
      announces a proposal which, if successful, would result in a Change in Control,
      which proposal (including any modifications thereof) is ultimately successful,
      or (ii) the Participant acquires a two percent or more equity interest in the
      entity that ultimately acquires the Company pursuant to the transaction
      described in clause (i) of this Section 6.04.

    


    


    Article
      VII

    Restricted
      Stock

    


    7.01 Restricted
      Stock Awards.
      The
      Board may grant to any Participant an Award of a number of shares of restricted
      Common Stock on the terms, conditions, and restrictions, whether based on
      performance standards, periods of service, retention by the Participant of
      ownership of specified shares of Common Stock, or other criteria, as the Board
      establishes. The terms of any Restricted Stock Award granted under this Plan
      shall be set forth in an Award Agreement that shall contain provisions
      determined by the Board and not inconsistent with this Plan.

    


    (a) Issuance
      of Restricted Stock.
      As soon
      as practicable after the Date of Grant of a Restricted Stock Award by the Board,
      the Company shall cause to be transferred on its books the number of shares
      of
      Restricted Stock awarded to the Participant, and the shares shall be issued
      in
      the name of the Participant, but the Restricted Stock shall be subject to
      forfeiture to the Company as of the Date of Grant if an Award Agreement for
      the
      Restricted Stock covered by the Award is not signed by the Participant and
      timely returned to the Company. All Restricted Stock covered by Awards under
      this Article shall be subject to the restrictions, terms, and conditions
      contained in the Plan and the applicable Award Agreement entered into by each
      Participant. Until the lapse or release of all forfeiture restrictions
      applicable to an Award of Restricted Stock, the share certificates representing
      the Restricted Stock may be held, in the Company’s discretion, in custody by the
      Company, its designee, or, if the certificates bear a restrictive legend, by
      the
      Participant. Upon the lapse or release of all forfeiture restrictions with
      respect to an Award as described in Section 7.01(d) below, one or more share
      certificates, registered in the name of the Participant, for an appropriate
      number of shares of Common Stock as provided in Section 7.01(d), free of any
      forfeiture restrictions set forth in the Plan and the related Award Agreement
      (but not free of any transfer restrictions applicable to Common Stock generally
      or under the terms of an Award Agreement) shall be delivered to the
      Participant.

     

    
      
         

      

      
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    (b) Shareholder
      Rights.
      Beginning on the Date of Grant of a Restricted Stock Award and subject to
      execution of the related Award Agreement as provided in Section 7.01(a) above,
      and except as otherwise provided in the Award Agreement, the Participant shall
      become a shareholder of the Company with respect to all of the shares of
      Restricted Stock subject to the Award Agreement and shall have all of the rights
      of a holder of Common Stock, including, but not limited to, the right to receive
      dividends; provided,
      however,
      that any
      Common Stock or other securities distributed as a dividend or otherwise related
      to any Restricted Stock on which the Plan or Award Agreement restrictions have
      not yet lapsed, shall be subject to the same restrictions as the Restricted
      Stock and held or restricted as provided in Section 7.01(a).

    


    (c) Restriction
      on Transferability.
      No
      Restricted Stock may be assigned or transferred (other than by will or the
      laws
      of descent and distribution or to an inter
      vivos
      trust
      under which the Participant is treated as the owner under Sections 671 through
      677 of the Code), pledged, or sold prior to the lapse of the restrictions
      applicable to them.

    


    (d) Delivery
      of Stock Upon Vesting.
      Upon
      expiration or termination of the forfeiture period without a forfeiture and
      the
      satisfaction of or release from any other conditions prescribed by the Board,
      or
      at any earlier time provided under the provisions of Section 7.03 below, the
      forfeiture restrictions applicable to the Restricted Stock shall lapse. After
      the lapse of the forfeiture restrictions, the Company shall, subject to the
      requirements of Section 8.05, promptly deliver to the Participant or, in case
      of
      the Participant’s death, to the Participant’s Beneficiary, one or more share
      certificates for the appropriate number of shares of Common Stock, free of
      all
      forfeiture restrictions (but not free of any transfer restrictions applicable
      to
      Common Stock generally or under the terms of an Award Agreement).

    


    7.02 Terms
      of Restricted Shares.

    


    (a) Forfeiture
      of Restricted Shares.
      Subject
      to Sections 7.02(b) and 7.03 below, Restricted Stock shall be forfeited and
      returned to the Company and all rights of the Participant with respect to the
      Restricted Stock shall terminate unless the Participant continues in the service
      of the Company or one of its affiliates as an employee until the expiration
      of
      the forfeiture period for the Restricted Stock and the Participant satisfies
      any
      and all other conditions set forth in the Award Agreement. The Board shall
      determine the forfeiture period (which may, but need not, lapse in installments)
      and any other terms and conditions applicable to any Restricted Stock
      Award. 

    


    (b) Waiver
      of Forfeiture Period.
      Notwithstanding anything contained in this Article to the contrary, the Board
      may, in its sole discretion, waive the forfeiture period and any other
      conditions set forth in any Award Agreement under appropriate circumstances
      (including the death or Disability of the Participant or a material change
      in
      circumstances arising after the date of an Award) and subject to any terms
      and
      conditions (including forfeiture of a proportionate number of shares of
      Restricted Stock) that the Board may deem appropriate.

     

    
      
         

      

      
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    7.03 Change
      in Control.
      An Award
      Agreement may, but need not, provide that in the event of a Participant’s
      Termination of Employment by the Company without cause (as determined in the
      discretion of the Board) within a specified period following a Change in
      Control, all restrictions applicable to a Restricted Stock Award may terminate
      fully (other than the transfer or other restrictions generally applicable to
      Common Stock) and the Participant shall immediately have the right to the
      delivery of share certificates for the Restricted Stock in accordance with
      Section 7.01(d) above. Notwithstanding
      the foregoing,
      unless otherwise determined by the Board, no Change in Control of the Company
      shall be deemed to have occurred for purposes of determining a Participant's
      rights under this Plan if (i) the Participant is a member of a group that first
      announces a proposal which, if successful, would result in a Change of Control,
      which proposal (including any modifications thereof) is ultimately successful,
      or (ii) the Participant acquires a two percent or more equity interest in the
      entity that ultimately acquires the Company pursuant to the transaction
      described in clause (i) of this Section 7.03.

    


    Article
      VIII

    Terms
      Applicable to All Awards Granted under the Plan

    


    8.01 Plan
      Provisions Control Award Terms.
      The
      terms of the Plan shall govern all Awards granted under the Plan, and the Board
      may not grant any Award under the Plan that contains terms that are contrary
      to
      any of the provisions of the Plan. In the event any provision of any Award
      granted under the Plan conflicts with any term in the Plan as constituted on
      the
      Date of Grant of the Award, the term in the Plan as constituted on the Date
      of
      Grant of the Award shall control. Except as provided in Sections 8.03 and 8.06
      below, the terms of any Award granted under the Plan may not be changed after
      the Date of Grant of the Award in a manner that would materially decrease the
      value of the Award without the express written approval of the
      Participant.

    


    8.02 Award
      Agreement.
      No
      person shall have any rights under any Award granted under the Plan unless
      and
      until the Company and the Participant to whom the Award was granted have
      executed and delivered an Award Agreement or the Participant has received and
      acknowledged notice of the Award authorized by the Board expressly granting
      the
      Award to the Participant and containing provisions setting forth the terms
      of
      the Award.

    


    8.03 Modification
      of Award After Grant.
      No Award
      granted under the Plan to a Participant may be modified (unless the modification
      does not materially decrease the value of that Award) after its Date of Grant
      except by express written agreement between the Company and the Participant,
      provided that any change (a) may not be inconsistent with the terms of the
      Plan,
      and (b) shall be approved by the Board.

     

    
      
         

      

      
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    8.04 Limitation
      on Transfer.
      Except
      as may be provided in the applicable Award Agreement, and subject to the
      provisions of Section 7.01(c) regarding Awards of Restricted Stock, a
      Participant’s rights and interest under the Plan may not be assigned or
      transferred other than by will or the laws of descent and distribution and,
      during the lifetime of a Participant, only the Participant personally (or the
      Participant’s personal representative) may exercise rights under the Plan. The
      Participant’s Beneficiary may exercise the Participant’s rights to the extent
      they are exercisable under the Plan following the death of the Participant.
      

    


    8.05 Taxes.
      The
      Company shall be entitled, if the Board deems it necessary or desirable, to
      withhold (or secure payment from the Participant in lieu of withholding) the
      amount of any withholding or other tax required by law to be withheld or paid
      by
      the Company regarding any amount payable and/or shares issuable under the
      Participant’s Award or regarding any income recognized upon a disqualifying
      disposition (i.e.,
      a
      disposition prior to the expiration of the required holding periods) of shares
      received pursuant to the exercise of an Incentive Stock Option, and the Company
      may defer payment of cash or issuance of shares upon exercise or vesting of
      an
      Award unless indemnified to its satisfaction against any liability for any
      taxes. The amount of the withholding or tax payment shall be determined by
      the
      Board and shall be payable by the Participant in cash at the time the Board
      determines; provided,
      however,
      that
      with the approval of the Board, the Participant may elect to meet his or her
      withholding requirement, in whole or in part, by having withheld from the Award
      at the appropriate time that number of shares of Common Stock, rounded up to
      the
      next whole share, the Fair Market Value of which is equal to the amount of
      withholding taxes due.

    


    8.06 Certain
      Conditions on Awards. 

    


    (a) Covenants.
      Except
      as may be provided in the applicable Award Agreement, as a condition for
      participation in this Plan, the Participant shall agree and covenant as follows:
      

    


    (i) Noncompetition.
      From the
      Date of Grant and continuing for a period of twelve (12) months immediately
      following the Participant’s Termination of Employment, the Participant shall not
      directly or indirectly engage in or become associated as an employee,
      consultant, partner, owner, agent, stockholder, officer or director of, or
      otherwise have a business relationship with, any person or organization engaged
      in, or about to become engaged in, a business that competes, directly or
      indirectly, with the business of the Company within the North
      America and
      any
      of its possessions and any other location in which the Company has an office.
      

    


    (ii) Nonsolicitation
      of Clients.
      For a
      period of twelve (12) months immediately following the Participant’s Termination
      of Employment, the Participant shall not (A) induce or attempt to induce,
      directly or indirectly, any Client (as defined below) to cease doing business
      with the Company, (B) induce or attempt to induce, directly or indirectly,
      any
      Client or Prospective Client (as defined below) to not commence doing business
      with the Company, or (C) solicit the business of any Client or Prospective
      Client. “Client” means a client of the Company or a client with which the
      Company has done business in the one year period ending on the Participant’s
      Termination of Employment, and all Affiliates thereof. “Prospective Client”
means any potential client of the Company, which the Company has either
      contacted within the one year period ending on the Participant’s Termination of
      Employment or has been identified by the Company as a potential client during
      such one year period, and all Affiliates thereof. “Affiliate” means a person or
      entity that controls, is controlled by, or is under common control with, any
      Client or Prospective Client. 

     

    
      
         

      

      
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    (iii) Nonsolicitation
      of Company Employees.
      From the
      Date of Grant and continuing for a period of twelve (12) months immediately
      following the Participant’s Termination of Employment, the Participant shall not
      either directly or indirectly solicit, induce, recruit or encourage any of
      the
      Company’s employees or prospective employees to leave their employment; or take
      away such employees, or attempt to solicit, induce, recruit, encourage or take
      away employees of the Company, either for the Participant’s own benefit or for
      any other person or entity.

    


    (b) Violation
      of Covenants.
      In the
      event that the Board determines that the Participant has violated any of the
      covenants contained in Section 8.06(a), then:

    


    (i) all
      of
      the Participant’s unexercised Options (whether vested or not) shall terminate
      immediately; 

    


    (ii) all
      of
      the Participant’s unvested Restricted Stock shall be forfeited and returned to
      the Company (upon payment by the Company of any applicable Purchase Price paid
      by the Participant) and all rights of the Participant with respect to the
      Restricted Stock shall terminate;

    


    (iii)
       to
      the
      extent that the Participant previously exercised an Option (including any
      exercise of the unvested portion of the Option under Section 6.05 above) or
      received an Award of Restricted Stock which has vested, and the Participant
      continues to hold the Common Stock issued with respect to such Option or Award,
      then at the option of the Company, the Participant, upon notice from the Company
      of the Participant’s obligations under this Section 8.06(b)(iii), shall either
      (A) immediately deliver to the Company an amount in cash equal to the then-Fair
      Market Value of such Common Stock less the aggregate Exercise Price or Purchase
      Price (if any) and taxes paid by or on behalf of the Participant with respect
      to
      such Option exercise or Award, or (B) sell such Common Stock to the Company
      for
      an amount equal to the aggregate Exercise Price or Purchase Price (if any)
      and
      taxes paid by or on behalf of the Participant with respect to such Option
      exercise or Award; 

    


    (iv) to
      the
      extent that the Participant previously exercised an Option (including any
      exercise of the unvested portion of the Option under Section 6.05 above) or
      received an Award of Restricted Stock which has vested, and the Participant
      has
      disposed of the Common Stock issued with respect to such Option or Award, the
      Participant, upon notice from the Company of the Participant’s obligations under
      this Section 8.06(b)(iv), shall immediately pay the Company an amount equal
      to
      the amount realized by the Participant upon the disposition of such Common
      Stock
      less the aggregate Exercise Price or Purchase Price (if any) and taxes paid
      by
      or on behalf of the Participant with respect to such Option exercise or Award;
      

     

    
      
         

      

      
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    (v) the
      notice described in subsections (iii) and (iv) of this Section 8.06(b) may
      be
      given at any time within twelve months after the expiration of the applicable
      covenant period under Section 8.06(a). In
      addition, the Company shall have the right to require appropriate documentation
      regarding the amount of any taxes paid by or on behalf of the Participant with
      respect to any Option exercise.

    


    8.07 Adjustments
      to Reflect Capital Changes.

    


    (a) Recapitalization.
      The
      number and kind of shares subject to outstanding Awards, the Exercise Price
      for
      the shares, the number and kind of shares available for Awards subsequently
      granted under the Plan, and the maximum number of shares that can be awarded
      to
      any Participant in any calendar year shall be appropriately adjusted to reflect
      any stock dividend, stock split, combination or exchange of shares, Merger,
      consolidation, or other change in capitalization with a similar substantive
      effect upon the Plan or the Awards granted under the Plan. The Board shall
      have
      the power and sole discretion to determine the amount of the adjustment to
      be
      made in each case.

    


    (b) Merger.
      After
      any Merger in which the Company is the surviving corporation, each Participant
      shall, at no additional cost, be entitled to receive, upon any exercise of
      an
      Option or receipt of other Award, the number and class of shares or other
      securities to which the Participant would have been entitled pursuant to the
      terms of the Merger in lieu of the number of shares of Common Stock receivable
      or exercisable pursuant to the Award prior to the Merger if, at the time of
      the
      Merger, the Participant had been the holder of record of a number of shares
      of
      Common Stock equal to the number of shares of Common Stock receivable or
      exercisable pursuant to the Award. Comparable rights shall accrue to each
      Participant in the event of successive Mergers in which the Company is the
      surviving corporation. Further, in the event of a Merger in which the Company
      is
      the surviving corporation, not the surviving corporation or pursuant to which
      a
      majority of the shares which are of the same class as the shares that are
      subject to outstanding Options or other Awards are exchanged for, or converted
      into, or otherwise become shares of another corporation or other consideration,
      the surviving, continuing, successor, or purchasing corporation, as the case
      may
      be (the “Acquiring Corporation”), may either assume the Company’s rights and
      obligations under outstanding Award Agreements or substitute awards of the
      Acquiring Corporation’s stock for outstanding Awards,
      provided, however, that
      if
      the Acquiring Corporation does not assume or substitute for the outstanding
      Awards, the Board, in its sole discretion, may, with respect to any or all
      of
      such Awards, take any or all of the following actions to be effective as of
      the
      date of the Merger (or as of any other date fixed by the Board occurring within
      the thirty (30) day period immediately preceding the date of the Merger, but
      only if such action remains contingent upon the effectuation of the Merger)
      (such date referred to as the “Merger Effective Date”): 

    


    
      	 	
              (i)

            	
              Accelerate
                the vesting and/or exercisability of such Awards;
                

            


    

     

    
      
         

      

      
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              (ii)

            	
              Unilaterally
                cancel such Awards in exchange for cash or other property equal in
                value
                to the excess of the Fair Market Value of (A) in the case of Options,
                the
                shares of Common Stock that could be purchased subject to such Award
                less
                the aggregate Exercise Price for the Options with respect to such
                Common
                Stock, or (B) in the case of Restricted Stock, shares of Common Stock
                subject to such Award determined as of the Merger Effective Date
                less the
                value of any consideration payable on exercise.


            


    

    


    
      	 	
              (iii)

            	
              In
                the case of Options, unilaterally cancel such Option Award after
                providing
                the holder of such Option with (1) an opportunity to exercise such
                Option
                to the extent vested within a specified period prior to the date
                of the
                Merger, and (2) notice of such opportunity to exercise prior to the
                commencement of such specified
                period.

            


    

    


    The
      exercise and/or vesting of any Award that is permitted solely by reason of
      this
      subsection shall be conditioned upon the consummation of the Merger. Any Options
      that are not assumed by the Acquiring Corporation or not exercised or otherwise
      canceled hereunder as of the date of the Merger shall terminate as of the
      effective date of the Merger.

    


    (c) Options
      to Purchase Stock of Acquired Companies.
      After
      any Merger in which the Company or a Subsidiary is a surviving corporation,
      the
      Board may grant substituted options under the provisions of the Plan, pursuant
      to Section 424 of the Code, replacing old options granted under a plan of
      another party to the Merger whose shares of stock to be issued under the old
      options may no longer be issued following the Merger. These provisions shall
      be
      applied to the old options and any appropriate adjustments to the Options shall
      be determined by the Board in its sole discretion. Any adjustments under this
      paragraph may provide for the elimination of any fractional shares that might
      otherwise become subject to any Options.

    


    8.08 No
      Right to Employment.
      No
      employee or other person shall have any claim of right to be granted an Award
      under the Plan. Neither the Plan nor any action taken under it shall be
      construed as giving any employee any contractual employment rights with the
      Company.

    


    8.09 Awards
      Not Includable for Benefit Purposes.
      Payments
      received by a Participant pursuant to the provisions of the Plan shall not
      be
      included in the determination of benefits under any pension, group insurance,
      or
      other benefit plan applicable to the Participant that is maintained by the
      Company, except as may be provided under the terms of those plans or determined
      by the Board.

    


    8.10 Governing
      Law.
      This
      Plan shall be interpreted, construed, and enforced and its construction and
      performance shall be governed by the internal laws of the State of
      Nevada.

     

    
      
         

      

      
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    8.11 No
      Strict Construction.
      No rule
      of strict construction shall be implied against the Company, the Board, or
      any
      other person in the interpretation of any of the terms of the Plan, any Award
      granted under the Plan, or any rule or procedure established by the Board that
      relates to the Plan.

    


    8.12 Captions.
      The
      captions and Section headings used in this Plan are for convenience only, do
      not
      constitute a part of the Plan, and shall not be deemed to limit, characterize,
      or affect in any way any provision of the Plan, and all provisions of the Plan
      shall be construed as if no captions or headings had been used in the
      Plan.

    


    8.13 Severability.
      Each
      part of this Plan is intended to be several. If any term, covenant, condition,
      or provision of this Plan is determined by a court of competent jurisdiction
      to
      be illegal, invalid, or unenforceable for any reason whatsoever, that
      determination shall not affect the legality, validity, or enforceability of
      the
      remaining parts of this Plan, and all remaining parts shall be legal, valid,
      and
      enforceable and have full force and effect as if the illegal, invalid, and/or
      unenforceable part had not been included.

    


    8.14 Amendment
      and Termination.

    


    (a) Amendment.
      The
      Board shall have complete power and authority to amend the Plan at any time.
      No
      termination or amendment of the Plan may, without the consent of the Participant
      to whom any Award has previously been granted under the Plan, adversely affect
      the rights of the Participant in a significant manner under that
      Award.

    


    (b) Termination.
      The
      Board shall have the right and the power to terminate the Plan at any time.
      No
      Award shall be granted under the Plan after the termination of the Plan, but
      the
      termination of the Plan shall not affect any Award outstanding at the time
      of
      the termination of the Plan.

    


    
      
         

      

      
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