EXHIBIT 4.1


     

    
      


      Exhibit
        4.1

       

      EMTA
        HOLDINGS, INC.

      2007
        STOCK INCENTIVE PLAN

       

       

      ARTICLE
        ONE

       

      GENERAL
        PROVISIONS

       

      I. 
         PURPOSE OF THE PLAN

       

      This
        2007
        Stock Incentive Plan is intended to promote the interests of EMTA Holdings,
        Inc., a Nevada corporation, by providing eligible persons with the opportunity
        to acquire a proprietary interest, or otherwise increase their proprietary
        interest, in the Corporation as an incentive for them to remain in the service
        of the Corporation.

       

      Capitalized
        terms shall have the meanings assigned to such terms in the attached
        Appendix.

       

      II.  
        STRUCTURE OF THE PLAN

       

      A.
 
        The Plan shall be divided into four separate equity programs:

       

      (i)
          the Discretionary Option Grant Program under which eligible persons may,
        at the discretion of the Plan Administrator, be granted options to purchase
        shares of Common Stock,

       

      (ii)  
        the Salary Investment Option Grant Program under which eligible employees
        may
        elect to have a portion of their base salary invested each year in special
        options,

       

      (iii)
          the Stock Issuance Program under which eligible persons may, at the
        discretion of the Plan Administrator, be issued shares of Common Stock directly,
        either through the immediate purchase of such shares or as a bonus for services
        rendered the Corporation (or any Parent or Subsidiary), and

       

      (iv)  
        the Automatic Option Grant Program under which eligible non-employee Board
        members shall automatically receive options at periodic intervals to purchase
        shares of Common Stock.

       

      B.  The
        provisions of Articles One and Six shall apply to all equity programs under
        the
        Plan and shall govern the interests of all persons under the Plan.

       

      III.  
        ADMINISTRATION OF THE PLAN

       

      A.  
        Prior to the Section 12 Registration Date, the Discretionary Option Grant
        and
        Stock Issuance Programs shall be administered by the Board unless otherwise
        determined by the Board. Beginning with the Section 12 Registration Date,
        the
        following provisions shall govern the administration of the Plan:

       

      (i)  
        The Board shall have the authority to administer the Discretionary Option
        Grant
        and Stock Issuance Programs with respect to Section 16 Insiders but may delegate
        such authority in whole or in part to the Primary Committee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (ii)
          Administration of the Discretionary Option Grant and Stock Issuance
        Programs with respect to all other persons eligible to participate in those
        programs may, at the Board's discretion, be vested in the Primary Committee
        or a
        Secondary Committee, or the Board may retain the power to administer those
        programs with respect to all such persons.

       

      (iii)  
        The Board shall have the authority to determine which Section 16 Insiders
        and
        other highly compensated Employees shall be eligible to participate in the
        Salary Investment Program for one or more calendar years but may delegate
        such
        authority to the Primary Committee. However, all option grants under that
        program shall be made in accordance with the terms of that program.

       

      (iv) 
         Administration of the Automatic Option Grant Program shall be
        self-executing in accordance with the terms of that program.

       

      B.
 
        Each Plan Administrator shall, within the scope of its administrative
        jurisdiction under the Plan, have full power and authority subject to the
        provisions of the Plan:

       

      (i)
          to establish such rules as it may deem appropriate for proper
        administration of the Plan, to make all factual determinations, to construe
        and
        interpret the provisions of the Plan and the awards thereunder and to resolve
        any and all ambiguities thereunder;

       

      (ii)  
        to determine, with respect to awards made under the Discretionary Option
        Grant
        and Stock Issuance Programs, which eligible persons are to receive such awards,
        the time or times when such awards are to be made, the number of shares to
        be
        covered by each such award, the vesting schedule (if any) applicable to the
        award, the status of a granted option as either an Incentive Option or a
        Non-Statutory Option and the maximum term for which the option is to remain
        outstanding;

       

      (iii) 
         to amend, modify or cancel any outstanding award with the consent of the
        holder or accelerate the vesting of such award; and

       

      (iv) 
         to take such other discretionary actions as permitted pursuant to the
        terms of the applicable program.  

       

      Decisions
        of each Plan Administrator within the scope of its administrative functions
        under the Plan shall be final and binding on all parties.

       

      C.
 
        Members of the Primary Committee or any Secondary Committee shall serve for
        such
        period of time as the Board may determine and may be removed by the Board
        at any
        time. The Board may also at any time terminate the functions of any Secondary
        Committee and reassume all powers and authority previously delegated to such
        committee.

       

      D.
 
        Service on the Primary Committee or the Secondary Committee shall constitute
        service as a Board member, and members of each such committee shall accordingly
        be entitled to full indemnification and reimbursement as Board members for
        their
        service on such committee. No member of the Primary Committee or the Secondary
        Committee shall be liable for any act or omission made in good faith with
        respect to the Plan or any options or stock issuances under the
        Plan.

       

      
        
          
          

        

        
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      IV.  
        ELIGIBILITY

       

      A.
 
        The persons eligible to participate in the Discretionary Option Grant and
        Stock
        Issuance Programs are as follows:

       

      (i)
          Employees,

       

      (ii)  
        non-employee members of the Board or the board of directors of any Parent
        or
        Subsidiary, and

       

      (iii)
          consultants and other independent advisors who provide services to the
        Corporation (or any Parent or Subsidiary).

       

      B.
 
        Only Employees who are Section 16 Insiders or other highly compensated
        individuals shall be eligible to participate in the Salary Investment Option
        Grant Program.

       

      C.
 
        Only non-employee Board members shall be eligible to participate in the
        Automatic Option Grant Program.

       

      V.
 
        STOCK SUBJECT TO THE PLAN

       

      A. 
         The stock issuable under the Plan shall be shares of authorized but
        unissued or reacquired Common Stock, including shares repurchased by the
        Corporation on the open market. The maximum number of shares of Common Stock
        initially reserved for issuance over the term of the Plan shall not exceed
        20,000,000 shares. Such authorized share reserve consists of (i) the number
        of
        shares which remain available for issuance, as of the Section 12 Registration
        Date, under the Plan, and (ii) any shares added to the reserve pursuant to
        the
        automatic share increase effected starting on January 2008. 

       

      B. 
         The number of shares of Common Stock available for issuance under the Plan
        shall automatically increase on the first trading day of each calendar year
        during the term of the Plan, beginning with the 2008 calendar year, by an
        amount
        equal to five percent (5%) of the shares of Common Stock outstanding on the
        last
        trading day of the immediately preceding calendar year, but in no event shall
        such annual increase exceed Three Million (3,000,000) shares.

       

      C. 
         No one person participating in the Plan may receive options, separately
        exercisable stock appreciation rights and direct stock issuances for more
        than
        Two Million (2,000,000) shares of Common Stock in the aggregate per calendar
        year, beginning with the 2007 calendar year.

       

      D. 
         Shares of Common Stock subject to outstanding options shall be available
        for subsequent issuance under the Plan to the extent those options expire,
        terminate or are cancelled for any reason prior to exercise in full. Unvested
        shares issued under the Plan and subsequently repurchased by the Corporation,
        at
        the original exercise or issue price paid per share, pursuant to the
        Corporation's repurchase rights under the Plan shall be added back to the
        number
        of shares of Common Stock reserved for issuance under the Plan and shall
        accordingly be available for reissuance through one or more subsequent options
        or direct stock issuances under the Plan. However, should the exercise price
        of
        an option under the Plan be paid with shares of Common Stock or should shares
        of
        Common Stock otherwise issuable under the Plan be withheld by the Corporation
        in
        satisfaction of the withholding taxes incurred in connection with the exercise
        of an option or the vesting of a stock issuance under the Plan, then the
        number
        of shares of Common Stock available for issuance under the Plan shall be
        reduced
        by the gross number of shares for which the option is exercised or which
        vest
        under the stock issuance, and not by the net number of shares of Common Stock
        issued to the holder of such option or stock issuance. Shares of Common Stock
        underlying one or more stock appreciation rights exercised under the Plan
        shall
        NOT be available for subsequent issuance.

       

      
        
          
          

        

        
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      E. 
         If any change is made to the Common Stock by reason of any stock split,
        stock dividend, recapitalization, combination of shares, exchange of shares
        or
        other change affecting the outstanding Common Stock as a class without the
        Corporation's receipt of consideration, appropriate adjustments shall be
        made to
        (i) the maximum number and/or class of securities issuable under the Plan,
        (ii)
        the number and/or class of securities by which the share reserve is to increase
        each calendar year pursuant to the automatic share increase provisions of
        the
        Plan, (iii) the number and/or class of securities for which any one person
        may
        be granted options, separately exercisable stock appreciation rights and
        direct
        stock issuances under the Plan per calendar year, (iv) the number and/or
        class
        of securities for which grants are subsequently to be made under the Automatic
        Option Grant Program to new and continuing non-employee Board members, (v)
        the
        number and/or class of securities and the exercise price per share in effect
        under each outstanding option under the Plan and (vi) the number and/or class
        of
        securities and   price per share in effect under
        each outstanding option incorporated into this Plan from the Predecessor
        Plan.
        Such adjustments to the outstanding options are to be effected in a manner
        which
        shall preclude the enlargement or dilution of rights and benefits under such
        options. The adjustments determined by the Plan Administrator shall be final,
        binding and conclusive.  

       

      


       

      ARTICLE
        TWO

       

      DISCRETIONARY
        OPTION GRANT PROGRAM

       

      I. 
         OPTION TERMS

       

      Each
        option shall be evidenced by one or more documents in the form approved by
        the
        Plan Administrator; PROVIDED, however, that each such document shall comply
        with
        the terms specified below. Each document evidencing an Incentive Option shall,
        in addition, be subject to the provisions of the Plan applicable to such
        options.

       

      A. 
         EXERCISE PRICE.

       

      1.  
        The exercise price per share shall be fixed by the Plan Administrator at
        the
        time of the option grant and may be less than, equal to or greater than the
        Fair
        Market Value per share of Common Stock on the option grant date.

       

      2.  
        The exercise price shall become immediately due upon exercise of the option
        and
        shall, subject to the provisions of Section II of Article Six and the documents
        evidencing the option, be payable in one or more of the following
        forms:

       

      (i)  
        in cash or check made payable to the Corporation;

       

      (ii)  
        shares of Common Stock held for the requisite period necessary to avoid a
        charge
        to the Corporation's earnings for financial reporting purposes and valued
        at
        Fair Market Value on the Exercise Date, or

       

      
        
          
          

        

        
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      (iii)  
        to the extent the option is exercised for vested shares, through a special
        sale
        and remittance procedure pursuant to which the Optionee shall concurrently
        provide irrevocable instructions to (a) a Corporation-approved brokerage
        firm to
        effect the immediate sale of the purchased shares and remit to the Corporation,
        out of the sale proceeds available on the settlement date, sufficient funds
        to
        cover the aggregate exercise price payable for the purchased shares plus
        all
        applicable Federal, state and local income and employment taxes required
        to be
        withheld by the Corporation by reason of such exercise and (b) the Corporation
        to deliver the certificates for the purchased shares directly to such brokerage
        firm in order to complete the sale.

       

      Except
        to
        the extent such sale and remittance procedure is utilized, payment of the
        exercise price for the purchased shares must be made on the Exercise
        Date.

       

      B.  
        EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such time
        or
        times, during such period and for such number of shares as shall be determined
        by the Plan Administrator and set forth in the documents evidencing the option.
        However, no option shall have a term in excess of ten (10) years measured
        from
        the option grant date.  

       

      C.  
        CESSATION OF SERVICE.

       

      1.  
        The following provisions shall govern the exercise of any options outstanding
        at
        the time of the Optionee's cessation of Service or death:

       

      (i)  
        Any option outstanding at the time of the Optionee's cessation of Service
        for
        any reason shall remain exercisable for such period of time thereafter as
        shall
        be determined by the Plan Administrator and set forth in the documents
        evidencing the option, but no such option shall be exercisable after the
        expiration of the option term.

       

      (ii)  
        Any option exercisable in whole or in part by the Optionee at the time of
        death
        may be subsequently exercised by his or her Beneficiary.

       

      (iii)  
        During the applicable post-Service exercise period, the option may not be
        exercised in the aggregate for more than the number of vested shares for
        which
        the option is exercisable on the date of the Optionee's cessation of Service.
        Upon the expiration of the applicable exercise period or (if earlier) upon
        the
        expiration of the option term, the option shall terminate and cease to be
        outstanding for any vested shares for which the option has not been exercised.
        However, the option shall, immediately upon the Optionee's cessation of Service,
        terminate and cease to be outstanding to the extent the option is not otherwise
        at that time exercisable for vested shares.

       

      (iv)  
        Should the Optionee's Service be terminated for Misconduct or should the
        Optionee engage in Misconduct while his or her options are outstanding, then
        all
        such options shall terminate immediately and cease to be
        outstanding.

       

      2.  
        The Plan Administrator shall have complete discretion, exercisable either
        at the
        time an option is granted or at any time while the option remains
        outstanding:

       

      (i)  
        to extend the period of time for which the option is to remain exercisable
        following the Optionee's cessation of Service to such period of time as the
        Plan
        Administrator shall deem appropriate, but in no event beyond the expiration
        of
        the option term, and/or

       

      
        
          
          

        

        
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      (ii)  
        to permit the option to be exercised, during the applicable post-Service
        exercise period, for one or more additional installments in which the Optionee
        would have vested had the Optionee continued in Service.

       

      D.  
        STOCKHOLDER RIGHTS. The holder of an option shall have no stockholder rights
        with respect to the shares subject to the option until such person shall
        have
        exercised the option, paid the exercise price and become a holder of record
        of
        the purchased shares.

       

      E.  
        REPURCHASE RIGHTS. The Plan Administrator shall have the discretion to grant
        options which are exercisable for unvested shares of Common Stock. Should
        the
        Optionee cease Service while holding such unvested shares, the Corporation
        shall
        have the right to repurchase, at the exercise price paid per share, any or
        all
        of those unvested shares. The terms upon which such repurchase right shall
        be
        exercisable (including the period and procedure for exercise and the appropriate
        vesting schedule for the purchased shares) shall be established by the Plan
        Administrator and set forth in the document evidencing such repurchase
        right.

       

      F.  
        LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
        Incentive Options shall be exercisable only by the Optionee and shall not
        be
        assignable or transferable other than by will or by the laws of descent and
        distribution following the Optionee's death. Non-Statutory Options shall
        be
        subject to the same restrictions, except that a Non-Statutory Option may,
        to the
        extent permitted by the Plan Administrator, be assigned in whole or in part
        during the Optionee's lifetime (i) as a gift to one or more members of the
        Optionee's immediate family, to a trust in which Optionee and/or one or more
        such family members hold more than fifty percent (50%) of the beneficial
        interest or to an entity in which more than fifty percent (50%) of the voting
        interests are owned by one or more such family members or (ii) pursuant to
        a
        domestic relations order. The terms applicable to the assigned portion shall
        be
        the same as those in effect for the option immediately prior to such assignment
        and shall be set forth in such documents issued to the assignee as the Plan
        Administrator may deem appropriate.

       

      II.  
        INCENTIVE OPTIONS

       

      The
        terms
        specified below shall be applicable to all Incentive Options. Except as modified
        by the provisions of this Section II, all the provisions of Articles One,
        Two
        and Six shall be applicable to Incentive Options. Options which are specifically
        designated as Non-Statutory Options when issued under the Plan shall NOT
        be
        subject to the terms of this Section II.

       

      A.  
        ELIGIBILITY. Incentive Options may only be granted to Employees.

       

      B.  
        EXERCISE PRICE. The exercise price per share shall not be less than one hundred
        percent (100%) of the Fair Market Value per share of Common Stock on the
        option
        grant date.

       

      C.  
        DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of Common
        Stock
        (determined as of the respective date or dates of grant) for which one or
        more
        options granted to any Employee under the Plan (or any other option plan
        of the
        Corporation or any Parent or Subsidiary) may for the first time become
        exercisable as Incentive Options during any one calendar year shall not exceed
        the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee
        holds two (2) or more such options which become exercisable for the first
        time
        in the same calendar year, the foregoing limitation on the exercisability
        of
        such options as Incentive Options shall be applied on the basis of the order
        in
        which such options are granted.

      
         

        
          
            
            

          

          
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      D.  
        10% STOCKHOLDER. If any Employee to whom an Incentive Option is granted is
        a 10%
        Stockholder, then the exercise price per share shall not be less than one
        hundred ten percent (110%) of the Fair Market Value per share of Common Stock
        on
        the option grant date, and the option term shall not exceed five (5) years
        measured from the option grant date. 

       

      II.  
        CHANGE IN CONTROL/HOSTILE TAKE-OVER

       

      A.  
        Each option outstanding at the time of a Change in Control but not otherwise
        fully-vested shall automatically accelerate so that each such option shall,
        immediately prior to the effective date of the Change in Control, become
        exercisable for all of the shares of Common Stock at the time subject to
        that
        option and may be exercised for any or all of those shares as fully-vested
        shares of Common Stock. However, an outstanding option shall not so accelerate
        if and to the extent: (i) such option is, in connection with the Change in
        Control, assumed or otherwise continued in full force and effect by the
        successor corporation (or parent thereof) pursuant to the terms of the Change
        in
        Control, (ii) such option is replaced with a cash incentive program of the
        successor corporation which preserves the spread existing at the time of
        the
        Change in Control on the shares of Common Stock for which the option is not
        otherwise at that time exercisable and provides for subsequent payout in
        accordance with the same vesting schedule applicable to those option shares
        or
        (iii) the acceleration of such option is subject to other limitations imposed
        by
        the Plan Administrator at the time of the option grant. Each option outstanding
        at the time of the Change in Control shall terminate as provided in Section
        III.C. of this Article Two.

       

      B.  
        All outstanding repurchase rights shall also terminate automatically, and
        the
        shares of Common Stock subject to those terminated rights shall immediately
        vest
        in full, in the event of any Change in Control, except to the extent: (i)
        those
        repurchase rights are assigned to the successor corporation (or parent thereof)
        or otherwise continue in full force and effect pursuant to the terms of the
        Change in Control or (ii) such accelerated vesting is precluded by other
        limitations imposed by the Plan Administrator at the time the repurchase
        right
        is issued.

       

      C.  
        Immediately following the consummation of the Change in Control, all outstanding
        options shall terminate and cease to be outstanding, except to the extent
        assumed by the successor corporation (or parent thereof) or otherwise expressly
        continued in full force and effect pursuant to the terms of the Change in
        Control.

       

      D.  
        Each option which is assumed in connection with a Change in Control shall
        be
        appropriately adjusted, immediately after such Change in Control, to apply
        to
        the number and class of securities which would have been issuable to the
        Optionee in consummation of such Change in Control had the option been exercised
        immediately prior to such Change in Control. Appropriate adjustments to reflect
        such Change in Control shall also be made to (i) the exercise price payable
        per
        share under each outstanding option, PROVIDED the aggregate exercise price
        payable for such securities shall remain the same, (ii) the maximum number
        and/or class of securities available for issuance over the remaining term
        of the
        Plan and (iii) the maximum number and/or class of securities for which any
        one
        person may be granted options, separately exercisable stock appreciation
        rights
        and direct stock issuances under the Plan per calendar year. To the extent
        the
        actual holders of the Corporation's outstanding Common Stock receive cash
        consideration for their Common Stock in consummation of the Change in Control,
        the successor corporation may, in connection with the assumption of the
        outstanding options under the Discretionary Option Grant Program, substitute
        one
        or more shares of its own common stock with a fair market value equivalent
        to
        the cash consideration paid per share of Common Stock in such Change in
        Control.

      
         

        
          
            
            

          

          
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      E. 
 The
        Plan Administrator may at any time provide
        that one or more options will automatically accelerate in connection with
        a
        Change in Control, whether or not those options are assumed or otherwise
        continued in full force and effect pursuant to the terms of the Change in
        Control. Any such option shall accordingly become exercisable, immediately
        prior
        to the effective date of such Change in Control, for all of the shares of
        Common
        Stock at the time subject to that option and may be exercised for any or
        all of
        those shares as fully-vested shares of Common Stock. In addition, the Plan
        Administrator may at any time provide that one or more of the Corporation's
        repurchase rights shall not be assignable in connection with such Change
        in
        Control and shall terminate upon the consummation of such Change in
        Control.

       

      F.  
        The Plan Administrator may at any time provide that one or more options will
        automatically accelerate upon an Involuntary Termination of the Optionee's
        Service within a designated period (not to exceed eighteen (18) months)
        following the effective date of any Change in Control in which those options
        do
        not otherwise accelerate. Any options so accelerated shall remain exercisable
        for fully-vested shares until the EARLIER of (i) the expiration of the option
        term or (ii) the expiration of the one (1) year period measured from the
        effective date of the Involuntary Termination. In addition, the Plan
        Administrator may at any time provide that one or more of the Corporation's
        repurchase rights shall immediately terminate upon such Involuntary
        Termination.

       

      G.  
        The Plan Administrator may at any time provide that one or more options will
        automatically accelerate in connection with a Hostile Take-Over. Any such
        option
        shall become exercisable, immediately prior to the effective date of such
        Hostile Take-Over, for all of the shares of Common Stock at the time subject
        to
        that option and may be exercised for any or all of those shares as fully-vested
        shares of Common Stock. In addition, the Plan Administrator may at any time
        provide that one or more of the Corporation's repurchase rights shall terminate
        automatically upon the consummation of such Hostile Take-Over. Alternatively,
        the Plan Administrator may condition such automatic acceleration and termination
        upon an Involuntary Termination of the Optionee's Service within a designated
        period (not to exceed eighteen (18) months) following the effective date
        of such
        Hostile Take-Over. Each option so accelerated shall remain exercisable for
        fully-vested shares until the expiration or sooner termination of the option
        term.

       

      H.  
        The portion of any Incentive Option accelerated in connection with a Change
        in
        Control or Hostile Take Over shall remain exercisable as an Incentive Option
        only to the extent the applicable One Hundred Thousand Dollar ($100,000)
        limitation is not exceeded. To the extent such dollar limitation is exceeded,
        the accelerated portion of such option shall be exercisable as a Non-Statutory
        Option under the Federal tax laws.

       

      IV.  
        STOCK APPRECIATION RIGHTS

       

      The
        Plan
        Administrator may, subject to such conditions as it may determine, grant
        to
        selected Optionees stock appreciation rights which will allow the holders
        of
        those rights to elect between the exercise of the underlying option for shares
        of Common Stock and the surrender of that option in exchange for a distribution
        from the Corporation in an amount equal to the excess of (a) the Option
        Surrender Value of the number of shares for which the option is surrendered
        over
        (b) the aggregate exercise price payable for such shares. The distribution
        may
        be made in shares of Common Stock valued at Fair Market Value on the option
        surrender date, in cash, or partly in shares and partly in cash, as the Plan
        Administrator shall in its sole discretion deem appropriate. 

      
         

        
          
            
            

          

          
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      ARTICLE
        THREE

       

      SALARY
        INVESTMENT OPTION GRANT PROGRAM

       

      I. 
         OPTION GRANTS

       

      The
        Primary Committee may implement the Salary Investment Option Grant Program
        for
        one or more calendar years beginning after the Underwriting Date and select
        the
        Section 16 Insiders and other highly compensated Employees eligible to
        participate in the Salary Investment Option Grant Program for each such calendar
        year. Each selected individual who elects to participate in the Salary
        Investment Option Grant Program must, prior to the start of each calendar
        year
        of participation, file with the Plan Administrator (or its designate) an
        irrevocable authorization directing the Corporation to reduce his or her
        base
        salary for that calendar year by an amount not less than Five Thousand Dollars
        ($5,000.00) nor more than Fifty Thousand Dollars ($50,000.00). The Primary
        Committee shall have complete discretion to determine whether to approve
        the
        filed authorization in whole or in part. To the extent the Primary Committee
        approves the authorization, the individual who filed that authorization shall
        be
        granted an option under the Salary Investment Grant Program on the first
        trading
        day in January for the calendar year for which the salary reduction is to
        be in
        effect.

       

      II.  
        OPTION TERMS

       

      Each
        option shall be a Non-Statutory Option evidenced by one or more documents
        in the
        form approved by the Plan Administrator; PROVIDED, however, that each such
        document shall comply with the terms specified below.

       

      A.  
        EXERCISE PRICE.

       

      1.  
        The exercise price per share shall be thirty-three and one-third percent
        (33-1/3%) of the Fair Market Value per share of Common Stock on the option
        grant
        date.

       

      2.  
        The exercise price shall become immediately due upon exercise of the option
        and
        shall be payable in one or more of the alternative forms authorized under
        the
        Discretionary Option Grant Program. Except to the extent the sale and remittance
        procedure specified thereunder is utilized, payment of the exercise price
        for
        the purchased shares must be made on the Exercise Date.

       

      B.  
        NUMBER OF OPTION SHARES. The number of shares of Common Stock subject to
        the
        option shall be determined pursuant to the following formula (rounded down
        to
        the nearest whole number):

       

      X
        = A
        divided by (B x 66-2/3%), where

       

      X
        is the
        number of option shares,

       

      A
        is the
        dollar amount of the approved reduction in the Optionee's base salary for
        the
        calendar year, and

      B
        is the
        Fair Market Value per share of Common Stock on the option grant
        date.

      
         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

           

        

      

      C.  
        EXERCISE AND TERM OF OPTIONS. The option shall become exercisable in a series
        of
        twelve (12) successive equal monthly installments upon the Optionee's completion
        of each calendar month of Service in the calendar year for which the salary
        reduction is in effect. Each option shall have a maximum term of ten (10)
        years
        measured from the option grant date.

       

      D.  
        CESSATION OF SERVICE. Each option outstanding at the time of the Optionee's
        cessation of Service shall remain exercisable, for any or all of the shares
        for
        which the option is exercisable at the time of such cessation of Service,
        until
        the EARLIER of (i) the expiration of the option term or (ii) the expiration
        of
        the three (3)-year period following the Optionee's cessation of Service.
        To the
        extent the option is held by the Optionee at the time of his or her death,
        the
        option may be exercised by his or her Beneficiary. However, the option shall,
        immediately upon the Optionee's cessation of Service, terminate and cease
        to
        remain outstanding with respect to any and all shares of Common Stock for
        which
        the option is not otherwise at that time exercisable.

       

      III.  
        CHANGE IN CONTROL/HOSTILE TAKE-OVER

       

      A.  
        In the event of any Change in Control or Hostile Take-Over while the Optionee
        remains in Service, each outstanding option shall automatically accelerate
        so
        that each such option shall, immediately prior to the effective date of the
        Change in Control or Hostile Take-Over, become fully exercisable with respect
        to
        the total number of shares of Common Stock at the time subject to such option
        and may be exercised for any or all of those shares as fully-vested shares
        of
        Common Stock. Each such option accelerated in connection with a Change in
        Control shall terminate upon the Change in Control, except to the extent
        assumed
        by the successor corporation (or parent thereof) or otherwise continued in
        full
        force and effect pursuant to the terms of the Change in Control. Each such
        option accelerated in connection with a Hostile Take-Over shall remain
        exercisable until the expiration or sooner termination of the option
        term.

       

      B.  
        Each option which is assumed in connection with a Change in Control shall
        be
        appropriately adjusted to apply to the number and class of securities which
        would have been issuable to the Optionee in consummation of such Change in
        Control had the option been exercised immediately prior to such Change in
        Control. Appropriate adjustments shall also be made to the exercise price
        payable per share under each outstanding option, PROVIDED the aggregate exercise
        price payable for such securities shall remain the same. To the extent the
        actual holders of the Corporation's outstanding Common Stock receive cash
        consideration for their Common Stock in consummation of the Change in Control,
        the successor corporation may, in connection with the assumption of the
        outstanding options under the Salary Investment Option Grant Program, substitute
        one or more shares of its own common stock with a fair market value equivalent
        to the cash consideration paid per share of Common Stock in such Change in
        Control.

       

      C.  
        Upon the occurrence of a Hostile Take-Over, the Optionee shall have a thirty
        (30)-day period in which to surrender to the Corporation each of his or her
        outstanding options. The Optionee shall in return be entitled to a cash
        distribution from the Corporation in an amount equal to the
        excess of (i) the Option Surrender Value of the shares of Common Stock at
        the
        time subject to each surrendered option (whether or not the Optionee is
        otherwise at the time vested in those shares) over (ii) the aggregate exercise
        price payable for such shares. Such cash distribution shall be paid within
        five
        (5) days following the surrender of the option to the
        Corporation.

      
         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

           

        

      

      IV.  
        REMAINING TERMS

       

      The
        remaining terms of each option granted under the Salary Investment Option
        Grant
        Program shall be the same as the terms in effect for options made under the
        Discretionary Option Grant Program.  

       

      


       

      ARTICLE
        FOUR

       

      STOCK
        ISSUANCE PROGRAM

       

      I.  
        STOCK ISSUANCE TERMS

       

      Shares
        of
        Common Stock may be issued under the Stock Issuance Program through direct
        and
        immediate issuances without any intervening options. Shares of Common Stock
        may
        also be issued under the Stock Issuance Program pursuant to share right awards
        which entitle the recipients to receive those shares upon the attainment
        of
        designated performance goals or Service requirements. Each such award shall
        be
        evidenced by one or more documents which comply with the terms specified
        below.

       

      A.  
        PURCHASE PRICE.

       

      1.  
        The purchase price per share of Common Stock subject to direct issuance shall
        be
        fixed by the Plan Administrator and may be less than, equal to or greater
        than
        the Fair Market Value per share of Common Stock on the issue date.

       

      2.  
        Subject to the provisions of Section II of Article Six, shares of Common
        Stock
        may be issued under the Stock Issuance Program for any of the following items
        of
        consideration which the Plan Administrator may deem appropriate in each
        individual instance:

       

      (i)  
        cash or check made payable to the Corporation, or

       

      (ii)  
        past services rendered to the Corporation (or any Parent or
        Subsidiary).

       

      B.  
        VESTING/ISSUANCE PROVISIONS.

       

      1.  
        The Plan Administrator may issue shares of Common Stock which are fully and
        immediately vested upon issuance or which are to vest in one or more
        installments over the Participant's period of Service or upon attainment
        of
        specified performance objectives. Alternatively, the Plan Administrator may
        issue share right awards which shall entitle the recipient to receive a
        specified number of vested shares of Common Stock upon the attainment of
        one or
        more performance goals or Service requirements established by the Plan
        Administrator.

       

      2.  
        Any new, substituted or additional securities or other property (including
        money
        paid other than as a regular cash dividend) which the Participant may have
        the
        right to receive with respect to his or her unvested shares of Common Stock
        by
        reason of any stock dividend, stock split, recapitalization, combination
        of
        shares, exchange of shares or other change affecting the outstanding Common
        Stock as a class without the Corporation's receipt of consideration shall
        be
        issued subject to (i) the same vesting requirements applicable to the
        Participant's unvested shares of Common Stock and (ii) such escrow arrangements
        as the Plan Administrator shall deem appropriate.

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

           

        

      

      3.  
        The Participant shall have full stockholder rights with respect to the issued
        shares of Common Stock, whether or not the Participant's interest in those
        shares is vested. Accordingly, the Participant shall have the right to vote
        such
        shares and to receive any regular cash dividends paid on such
        shares.

       

      4.  
        Should the Participant cease to remain in Service while holding one or more
        unvested shares of Common Stock, or should the performance objectives not
        be
        attained with respect to one or more such unvested shares of Common Stock,
        then
        those shares shall be immediately surrendered to the Corporation for
        cancellation, and the Participant shall have no further stockholder rights
        with
        respect to those shares. To the extent the surrendered shares were previously
        issued to the Participant for consideration paid in cash or cash equivalent
        (including the Participant's purchase-money indebtedness), the Corporation
        shall
        repay to the Participant the cash consideration paid for the surrendered
        shares
        and shall cancel the unpaid principal balance of any outstanding purchase-money
        note of the Participant attributable to the surrendered shares.

       

      5.  
        The Plan Administrator may waive the surrender and cancellation of one or
        more
        unvested shares of Common Stock (or other assets attributable thereto) which
        would otherwise occur upon the cessation of the Participant's Service or
        the
        non-attainment of the performance objectives applicable to those shares.
        Such
        waiver shall result in the immediate vesting of the Participant's interest
        in
        the shares of Common Stock as to which the waiver applies. Such waiver may
        be
        effected at any time, whether before or after the Participant's cessation
        of
        Service or the attainment or non-attainment of the applicable performance
        objectives.

       

      6.  
        Outstanding share right awards shall automatically terminate, and no shares
        of
        Common Stock shall actually be issued in satisfaction of those awards, if
        the
        performance goals or Service requirements established for such awards are
        not
        attained. The Plan Administrator, however, shall have the authority to issue
        shares of Common Stock in satisfaction of one or more outstanding share right
        awards as to which the designated performance goals or Service requirements
        are
        not attained.

       

      II.  
        CHANGE IN CONTROL/HOSTILE TAKE-OVER

       

      A.  
        All of the Corporation's outstanding repurchase rights shall terminate
        automatically, and all the shares of Common Stock subject to those terminated
        rights shall immediately vest in full, in the event of any Change in Control,
        except to the extent (i) those repurchase rights are assigned to the successor
        corporation (or parent thereof) or otherwise continue in full force and effect
        pursuant to the terms of the Change in Control or (ii) such accelerated vesting
        is precluded by other limitations imposed by the Plan Administrator at the
        time
        the repurchase right is issued.

       

      B.  
        The Plan Administrator may at any time provide for the automatic termination
        of
        one or more of those outstanding repurchase rights and the immediate vesting
        of
        the shares of Common Stock subject to those terminated rights upon (i) a
        Change
        in Control or Hostile Take-Over or (ii)
        an
        Involuntary Termination of the Participant's Service within a designated
        period
        (not to exceed eighteen (18) months) following the effective date of any
Change in Control or Hostile Take-Over
        in which those repurchase
        rights are assigned to the successor corporation (or parent thereof) or
        otherwise continue in full force and effect.

      
         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

           

        

      

      III.  
        SHARE ESCROW/LEGENDS

       

      Unvested
        shares may, in the Plan Administrator's discretion, be held in escrow by
        the
        Corporation until the Participant's interest in such shares vests or may
        be
        issued directly to the Participant with restrictive legends on the certificates
        evidencing those unvested shares. 

       

      


       

      ARTICLE
        FIVE

       

      AUTOMATIC
        OPTION GRANT PROGRAM

       

      I.  
        OPTION TERMS

       

      A.  
        GRANT DATES. Options shall be made on the dates specified below:

       

      1.  
        Each individual who is serving as a non-employee Board member on the Plan
        Effective Date shall automatically be granted on that date a Non-Statutory
        Option to purchase between 25,000 and 100,000 shares of Common Stock, provided
        that individual has not previously been in the employ of the Corporation
        (or any
        Parent or Subsidiary).  The number of shares to be determined by the
        Director Selection Committee.

       

      2.  
        Each individual who is first elected or appointed as a non-employee Board
        member
        at any time after the Plan Effective Date shall automatically be granted,
        on the
        date of such initial election or appointment, a Non-Statutory Option to purchase
        between 25,000 and 100,000 shares of Common Stock, provided that individual
        has
        not previously been in the employ of the Corporation (or any Parent or
        Subsidiary). The number of shares to be determined by the Director Selection
        Committee.

       

      3.  
        On the date of each Annual Stockholders Meeting beginning with the 2008 Annual
        Stockholder Meeting, each individual who is to continue to serve as a
        non-employee Board member shall automatically be granted a Non-Statutory
        Option
        to purchase Ten Thousand (10,000) and Fifty Thousand (50,000) shares of Common
        Stock, provided such individual has served as a non-employee Board member
        for at
        least six (6) months. The number of shares to be determined by the Director
        Selection Committee.

       

      B.  
        EXERCISE PRICE.

       

      1.  
        The exercise price per share shall be equal to one hundred percent (100%)
        of the
        Fair Market Value per share of Common Stock on the option grant
        date.

       

      2.  
        The exercise price shall be payable in one or more of the alternative forms
        authorized under the Discretionary Option Grant Program. Except to the extent
        the sale and remittance procedure specified thereunder is utilized, payment
        of
        the exercise price for the purchased shares must be made on the Exercise
        Date.

       

      C.  
        OPTION TERM. Each option shall have a term of ten (10)
        years measured from the option grant date.

      
         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

           

        

      

      D.  
        EXERCISE AND VESTING OF OPTIONS. Each option shall be immediately exercisable
        for any or all of the option shares. However, any shares purchased under
        the
        option shall be subject to repurchase by the Corporation, at the exercise
        price
        paid per share, upon the Optionee's cessation of Board service prior to vesting
        in those shares. Each initial purchase  option shall vest, and the
        Corporation's repurchase right shall lapse, in a series of two (2) successive
        equal annual installments over the Optionee's period of continued service
        as a
        Board member, with the first such installment to vest upon the Optionee's
        completion of one (1) year of Board service measured from the option grant
        date.
        Each annual purchase option shall vest, and the Corporation's
        repurchase right shall lapse, upon the Optionee's completion of one (1) year
        of
        Board service measured from the option grant date.

       

      E.  
        CESSATION OF BOARD SERVICE. The following provisions shall govern the exercise
        of any options outstanding at the time of the Optionee's cessation of Board
        service:

       

      (i)  
        Any option outstanding at the time of the Optionee's cessation of Board service
        for any reason shall remain exercisable for a twelve (12)-month period following
        the date of such cessation of Board service, but in no event shall such option
        be exercisable after the expiration of the option term.

       

      (ii)  
        Any option exercisable in whole or in part by the Optionee at the time of
        death
        may be subsequently exercised by his or her Beneficiary.

       

      (iii)  
        Following the Optionee's cessation of Board service, the option may not be
        exercised in the aggregate for more than the number of shares for which the
        option was exercisable on the date of such cessation of Board service. Upon
        the
        expiration of the applicable exercise period or (if earlier) upon the expiration
        of the option term, the option shall terminate and cease to be outstanding
        for
        any vested shares for which the option has not been exercised. However, the
        option shall, immediately upon the Optionee's cessation of Board service,
        terminate and cease to be outstanding for any and all shares for which the
        option is not otherwise at that time exercisable.

       

      (iv)  
        However, should the Optionee cease to serve as a Board member by reason of
        death
        or Permanent Disability, then all shares at the time subject to the option
        shall
        immediately vest so that such option may, during the twelve (12)-month exercise
        period following such cessation of Board service, be exercised for all or
        any
        portion of those shares as fully-vested shares of Common Stock.

       

      II.  
        CHANGE IN CONTROL/HOSTILE TAKE-OVER

       

      A.  
        In the event of any Change in Control or Hostile Take-Over, the shares of
        Common
        Stock at the time subject to each outstanding option but not otherwise vested
        shall automatically vest in full so that each such option may, immediately
        prior
        to the effective date of such Change in Control or Hostile Take-Over, became
        fully exercisable for all of the shares of Common Stock at the time subject
        to
        such option and maybe exercised for all or any of those shares as fully-vested
        shares of Common Stock. Each such option accelerated in connection with a
        Change
        in Control shall terminate upon the Change in Control, except to the extent
        assumed by the successor corporation (or parent thereof) or otherwise continued
        in full force and effect pursuant to the terms of the Change in Control.
        Each
        such option accelerated in connection with a Hostile Take-Over shall remain
        exercisable until the expiration or sooner termination of the option
        term.

      
         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

           

        

      

      B.  
        All outstanding repurchase rights shall automatically terminate and the shares
        of Common Stock subject to those terminated rights shall immediately vest
        in
        full, in the event of any Change in Control or Hostile Take-Over. 

       

      C.  
        Upon the occurrence of a Hostile Take-Over, the Optionee shall have a thirty
        (30)-day period in which to surrender to the Corporation each of his or her
        outstanding options. The Optionee shall in return be entitled to a cash
        distribution from the Corporation in an amount equal to the excess of (i)
        the
        Option Surrender Value of the shares of Common Stock at the time subject
        to each
        surrendered option (whether or not the option is otherwise at the time
        exercisable for those shares) over (ii) the aggregate exercise price payable
        for
        such shares. Such cash distribution shall be paid within five (5) days following
        the surrender of the option to the Corporation.

       

      D.  
        Each option which is assumed in connection with a Change in Control shall
        be
        appropriately adjusted to apply to the number and class of securities which
        would have been issuable to the Optionee in consummation of such Change in
        Control had the option been exercised immediately prior to such Change in
        Control. Appropriate adjustments shall also be made to the exercise price
        payable per share under each outstanding option, PROVIDED the aggregate exercise
        price payable for such securities shall remain the same. To the extent the
        actual holders of the Corporation's outstanding Common Stock receive cash
        consideration for their Common Stock in consummation of the Change in Control,
        the successor corporation may, in connection with the assumption of the
        outstanding options under the Automatic Option Grant Program, substitute
        one or
        more shares of its own common stock with a fair market value equivalent to
        the
        cash consideration paid per share of Common Stock in such Change in
        Control.

       

      III.  
        REMAINING TERMS

       

      The
        remaining terms of each option granted under the Automatic Option Grant Program
        shall be the same as the terms in effect for options made under the
        Discretionary Option Grant Program.

       

      


       

      ARTICLE
        SIX

       

      MISCELLANEOUS

       

      I.  
        NO IMPAIRMENT OF AUTHORITY

       

      Outstanding
        awards shall in no way affect the right of the Corporation to adjust,
        reclassify, reorganize or otherwise change its capital or business structure
        or
        to merge, consolidate, dissolve, liquidate or sell or transfer all or any
        part
        of its business or assets.

       

      II.  
        FINANCING

       

      The
        Plan
        Administrator may permit any Optionee or Participant to pay the option exercise
        price under the Discretionary Option Grant Program or the purchase price
        of
        shares issued under the Stock Issuance Program by delivering a full-recourse,
        interest bearing promissory note payable in one or more installments. The
        terms
        of any such promissory note (including the interest rate and the terms of
        repayment) shall be established by the Plan Administrator in its sole
        discretion. In no event may the maximum credit available to the Optionee
        or
        Participant exceed the sum of (i) the aggregate option exercise price or
        purchase price payable for the purchased shares plus (ii) any
        Federal, state and local income and employment tax liability incurred by
        the
        Optionee or the Participant in connection with the option exercise or share
        purchase.

      
         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

        

      

      III.  
        TAX WITHHOLDING

       

      A.  
        The Corporation's obligation to deliver shares of Common Stock upon the exercise
        of options or the issuance or vesting of such shares under the Plan shall
        be
        subject to the satisfaction of all applicable Federal, state and local income
        and employment tax withholding requirements.

       

      B.  
        The Plan Administrator may, in its discretion, provide any or all holders
        of
        Non-Statutory Options or unvested shares of Common Stock under the Plan with
        the
        right to use shares of Common Stock in satisfaction of all or part of the
        Withholding Taxes incurred by such holders in connection with the exercise
        of
        their options or the vesting of their shares. Such right may be provided
        to any
        such holder in either or both of the following formats:

       

      STOCK
        WITHHOLDING: The election to have the Corporation withhold, from the shares
        of
        Common Stock otherwise issuable upon the exercise of such Non-Statutory Option
        or the vesting of such shares, a portion of those shares with an aggregate
        Fair
        Market Value equal to the percentage of the Withholding Taxes (not to exceed
        one
        hundred percent (100%)) designated by the holder.

       

      STOCK
        DELIVERY: The election to deliver to the Corporation, at the time the
        Non-Statutory Option is exercised or the shares vest, one or more shares
        of
        Common Stock previously acquired by such holder (other than in connection
        with
        the option exercise or share vesting triggering the Withholding Taxes) with
        an
        aggregate Fair Market Value equal to the percentage of the Taxes (not to
        exceed
        one hundred percent (100%)) designated by the holder. 

       

      IV.  
        EFFECTIVE DATE AND TERM OF THE PLAN

       

      A.  
        The Plan shall become effective immediately upon the Plan Effective Date.
        However, the Salary Investment Option Grant Program shall not be implemented
        until such time as the Primary Committee may deem appropriate. Options may
        be
        granted under the Discretionary Option Grant Program at any time on or after
        the
        Plan Effective Date. If  stockholder approval is not obtained within
        twelve (12) months after the Plan Effective Date, then all unexercised options
        previously granted under this Plan shall terminate and cease to be outstanding,
        and no further options shall be granted and no further shares shall be issued
        under the Plan.

       

      B.  
        The Plan shall serve as the primary plan and there are no other plans
        outstanding at the time of adoption of this plan.

       

      C.  
        One or more provisions of the Plan, including (without limitation) the
        option/vesting acceleration provisions of Article Two relating to Change
        in
        Control, may, in the Plan Administrator's discretion, be extended to one
        or more
        options.

       

      D.  
        The Plan shall terminate upon the LATER of (i) January 4, 2011, (ii) the
        date on
        which all shares available for issuance under the Plan shall have been issued
        as
        fully-vested shares or (iii) the termination of all outstanding options in
        connection with a Change in Control. Upon such plan termination, all outstanding
        options and unvested stock issuances shall thereafter continue to have force
        and
        effect in accordance with the provisions of the documents evidencing such
        grants
        or issuances.

      
         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

           

        

      

      V.  
        AMENDMENT OF THE PLAN

       

      A.  
        The Board shall have complete and exclusive power and authority to amend
        or
        modify the Plan in any or all respects. However, no such amendment or
        modification shall adversely affect the rights and obligations with respect
        to
        stock options or unvested stock issuances at the time outstanding under the
        Plan
        unless the Optionee or the Participant consents to such amendment or
        modification. In addition, certain amendments may require stockholder approval
        pursuant to applicable laws or regulations.

       

      B.  
        Options to purchase shares of Common Stock may be granted under the
        Discretionary Option Grant and Salary Investment Option Grant Programs and
        shares of Common Stock may be issued under the Stock Issuance Program that
        are
        in each instance in excess of the number of shares then available for issuance
        under the Plan, provided any excess shares actually issued under those programs
        shall be held in escrow until there is obtained stockholder approval of an
        amendment sufficiently increasing the number of shares of Common Stock available
        for issuance under the Plan. If such stockholder approval is not obtained
        within
        twelve (12) months after the date the first such excess issuances are made,
        then
        (i) any unexercised options granted on the basis of such excess shares shall
        terminate and cease to be outstanding and (ii) the Corporation shall promptly
        refund to the Optionees and the Participants the exercise or purchase price
        paid
        for any excess shares issued under the Plan and held in escrow, together
        with
        interest (at the applicable Short Term Federal Rate) for the period the shares
        were held in escrow, and such shares shall thereupon be automatically cancelled
        and cease to be outstanding.

       

      VI.  
        USE OF PROCEEDS

       

      Any
        cash
        proceeds received by the Corporation from the sale of shares of Common Stock
        under the Plan shall be used for general corporate purposes.

       

      VII.  
        REGULATORY APPROVALS

       

      A.  
        The implementation of the Plan, the granting of any stock option under the
        Plan
        and the issuance of any shares of Common Stock

       

      (i)  
        upon the exercise of any granted option or (ii) under the Stock Issuance
        Program
        shall be subject to the Corporation's procurement of all approvals and permits
        required by regulatory authorities having jurisdiction over the Plan, the
        stock
        options granted under it and the shares of Common Stock issued pursuant to
        it.

       

      B.  
        No shares of Common Stock or other assets shall be issued or delivered under
        the
        Plan unless and until there shall have been compliance with all applicable
        requirements of Federal and state securities laws, including the filing and
        effectiveness of the Form S-8 registration statement for the shares of Common
        Stock issuable under the Plan, and all applicable listing requirements of
        any
        stock exchange (or the Nasdaq National Market, if applicable) on which Common
        Stock is then listed for trading. 

      
         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

           

        

      

      VIII.  
        NO EMPLOYMENT/SERVICE RIGHTS

       

      Nothing
        in the Plan shall confer upon the Optionee or the Participant any right to
        continue in Service for any period of specific duration or interfere with
        or
        otherwise restrict in any way the rights of the Corporation (or any Parent
        or
        Subsidiary employing or retaining such person) or of the Optionee or the
        Participant, which rights are hereby expressly reserved by each, to terminate
        such person's Service at any time for any reason, with or without
        cause.

      
         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

           

        

      

      APPENDIX

       

      The
        following definitions shall be in effect under the Plan:

       

      A.  
        AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant program
        in
        effect under the Plan.

       

      B.  
        BENEFICIARY shall mean, in the event the Plan Administrator implements a
        beneficiary designation procedure, the person designated by an Optionee or
        Participant, pursuant to such procedure, to succeed to such person's rights
        under any outstanding awards held by him or her at the time of death. In
        the
        absence of such designation or procedure, the Beneficiary shall be the personal
        representative of the estate of the Optionee or Participant or the person
        or
        persons to whom the award is transferred by will or the laws of descent and
        distribution.

       

      C.  
        BOARD shall mean the Corporation's Board of Directors.

       

      D.  
        CHANGE IN CONTROL shall mean a change in ownership or control of the Corporation
        effected through any of the following transactions:

       

      (i)  
        a merger, consolidation or reorganization approved by the Corporation's
        stockholders, UNLESS securities representing more than fifty percent (50%)
        of
        the total combined voting power of the voting securities of the successor
        corporation are immediately thereafter beneficially owned, directly or
        indirectly and in substantially the same proportion, by the persons who
        beneficially owned the Corporation's outstanding voting securities immediately
        prior to such transaction,

       

      (ii)  
        any stockholder-approved transfer or other disposition of all or substantially
        all of the Corporation's assets, or

       

      (iii)  
        the acquisition, directly or indirectly by any person or related group of
        persons (other than the Corporation or a person that directly or indirectly
        controls, is controlled by, or is under common control with, the Corporation),
        of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
        of
        securities possessing more than fifty percent (50%) of the total combined
        voting
        power of the Corporation's outstanding securities pursuant to a tender or
        exchange offer made directly to the Corporation's stockholders which the
        Board
        recommends such stockholders accept.

       

      E.  
        CODE shall mean the Internal Revenue Code of 1986, as amended.

       

      F.  
        COMMON STOCK shall mean the Corporation's common stock.

       

      G.  
        CORPORATION shall mean EMTA Holdings, Inc., a Nevada corporation, and any
        corporate successor to all or substantially all of the assets or voting stock
        of
        EMTA Holdings, Inc. which shall by appropriate action adopt the
        Plan.

       

      H.  
        DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary option grant
        program in effect under the Plan.

      
         

        
          
            
            

          

          
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      I. 
         EMPLOYEE shall mean an individual who is in the employ of the Corporation
        (or any Parent or Subsidiary), subject to the control and direction of the
        employer entity as to both the work to be performed and the manner and method
        of
        performance.

      
         

      

      J.  
        EXERCISE DATE shall mean the date on which the Corporation shall have received
        written notice of the option exercise.

       

      K.  
        FAIR MARKET VALUE per share of Common Stock on any relevant date shall be
        determined in accordance with the following provisions:

       

      (i)  
        If the Common Stock is at the time traded on the Nasdaq National Market,
        then
        the Fair Market Value shall be the closing selling price per share of Common
        Stock on the date in question, as such price is reported on the Nasdaq National
        Market or any successor system. If there is no closing selling price for
        the
        Common Stock on the date in question, then the Fair Market Value shall be
        the
        closing selling price on the last preceding date for which such quotation
        exists.

       

      (ii)  
        If the Common Stock is at the time listed on any Stock Exchange, then the
        Fair
        Market Value shall be the closing selling price per share of Common Stock
        on the
        date in question on the Stock Exchange determined by the Plan Administrator
        to
        be the primary market for the Common Stock, as such price is officially quoted
        in the composite tape of transactions on such exchange. If there is no closing
        selling price for the Common Stock on the date in question, then the Fair
        Market
        Value shall be the closing selling price on the last preceding date for which
        such quotation exists.

       

      (iii)  
        For purposes of any option grants made on the Underwriting Date, the Fair
        Market
        Value shall be deemed to be equal to the price per share at which the Common
        Stock is to be sold in the initial public offering pursuant to the Underwriting
        Agreement.

       

      (iv)  
        For purposes of any options made prior to the Underwriting Date, the Fair
        Market
        Value shall be determined by the Plan Administrator, after taking into account
        such factors as it deems appropriate.

       

      L.  
        HOSTILE TAKE-OVER shall mean:

       

      (i)  
        the acquisition, directly or indirectly, by any person or related group of
        persons (other than the Corporation or a person that directly or indirectly
        controls, is controlled by, or is under common control with, the Corporation)
        of
        beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
        securities possessing more than fifty percent (50%) of the total combined
        voting
        power of the Corporation's outstanding securities pursuant to a tender or
        exchange offer made directly to the Corporation's stockholders which the
        Board
        does not recommend such stockholders to accept, or

       

      (ii)  
        a change in the composition of the Board over a period of thirty-six (36)
        consecutive months or less such that a majority of the Board members ceases,
        by
        reason of one or more contested elections for Board membership, to be comprised
        of individuals who either (A) have been Board members continuously since
        the
        beginning of such period or (B) have been elected or nominated for election
        as
        Board members during such period by at least a majority of the Board members
        described in clause (A) who were still in office at the time the Board approved
        such election or nomination.

      
         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

           

        

      

      M.  
        INCENTIVE OPTION shall mean an option which satisfies the requirements of
        Code
        Section 422.

       

      N.  
        INVOLUNTARY TERMINATION shall mean the termination of the Service of any
        individual which occurs by reason of:

       

      (i)  
        such individual's involuntary dismissal or discharge by the Corporation for
        reasons other than Misconduct, or

       

      (ii)  
        such individual's voluntary resignation following (A) a change in his or
        her
        position with the Corporation or Parent or Subsidiary employing the individual
        which materially reduces his or her duties and responsibilities or the level
        of
        management to which he or she reports, (B) a reduction in his or her level
        of
        compensation (including base salary, fringe benefits and target bonus under
        any
        corporate-performance based bonus or incentive programs) by more than fifteen
        percent (15%) or (C) a relocation of such individual's place of employment
        by
        more than fifty (50) miles, provided and only if such change, reduction or
        relocation is effected by the Corporation without the individual's
        consent.

       

      O.  
        MISCONDUCT shall mean the commission of any act of fraud, embezzlement or
        dishonesty by the Optionee or Participant, any unauthorized use or disclosure
        by
        such person of confidential information or trade secrets of the Corporation
        (or
        any Parent or Subsidiary), or any intentional wrongdoing by such person,
        whether
        by omission or commission, which adversely affects the business or affairs
        of
        the Corporation (or any Parent or Subsidiary) in a material manner. This
        shall
        not limit the grounds for the dismissal or discharge of any person in the
        Service of the Corporation (or any Parent or Subsidiary).

       

      P.  
        1934 ACT shall mean the Securities Exchange Act of 1934, as
        amended.

       

      Q.  
        NON-STATUTORY OPTION shall mean an option not intended to satisfy the
        requirements of Code Section 422.

       

      R.  
        OPTION SURRENDER VALUE shall mean the Fair Market Value per share of Common
        Stock on the date the option is surrendered to the Corporation or, in the
        event
        of a Hostile Take-Over, effected through a tender offer, the highest reported
        price per share of Common Stock paid by the tender offer or in effecting
        such
        Hostile Take-Over, if greater. However, if the surrendered option is an
        Incentive Option, the Option Surrender Value shall not exceed the Fair Market
        Value per share.

       

      S.  
        OPTIONEE shall mean any person to whom an option is granted under the
        Discretionary Option Grant, Salary Investment Option Grant or Automatic Option
        Grant.

       

      T.  
        PARENT shall mean any corporation (other than the Corporation) in an unbroken
        chain of corporations ending with the Corporation, provided each corporation
        in
        the unbroken chain (other than the Corporation) owns, at the time of the
        determination, stock possessing fifty percent (50%) or more of the total
        combined voting power of all classes of stock in one of the other corporations
        in such chain.

       

      U.  
        PARTICIPANT shall mean any person who is issued shares of Common Stock under
        the
        Stock Issuance Program.

      
         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

           

        

      

      V.  
        PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability of
        the
        Optionee or the Participant to engage in any substantial gainful activity
        by
        reason of any medically determinable physical or mental impairment expected
        to
        result in death or to be of continuous duration of twelve (12) months or
        more.
        However, solely for purposes of the Automatic Option Grant Program, Permanent
        Disability or Permanently Disabled shall mean the inability of the non-employee
        Board member to perform his or her usual duties as a Board member by reason
        of
        any medically determinable physical or mental impairment expected to result
        in
        death or to be of continuous duration of twelve (12) months or
        more.

       

      W.  
        PLAN shall mean the Corporation's 2007 Stock Incentive Plan, as set forth
        in
        this document.

       

      X.  
        PLAN ADMINISTRATOR shall mean the particular entity, whether the Primary
        Committee, the Board or the Secondary Committee, which is authorized to
        administer the Discretionary Option Grant, Salary Investment Option Grant
        and
        Stock Issuance Programs with respect to one or more classes of eligible persons,
        to the extent such entity is carrying out its administrative functions under
        those programs with respect to the persons under its jurisdiction. However,
        the
        Primary Committee shall have the plenary authority to make all factual
        determinations and to construe and interpret any and all ambiguities under
        the
        Plan to the extent such authority is not otherwise expressly delegated to
        any
        other Plan Administrator.

       

      Y.  
        PLAN EFFECTIVE DATE shall mean November 29, 2007, the date on which the Plan
        was
        adopted by the Board.

       

      Z.  
        PRIMARY COMMITTEE shall mean the committee of two (2) or more non-employee
        Board
        members appointed by the Board to administer the Discretionary Option Grant
        and
        Stock Issuance Programs with respect to Section 16 Insiders and to administer
        the Salary Investment Option Grant Program with respect to all eligible
        individuals.

       

      AA. 
         SALARY INVESTMENT OPTION GRANT PROGRAM shall mean the salary investment
        grant program in effect under the Plan.

       

      BB.  
        SECONDARY COMMITTEE shall mean a committee of one (1) or more Board members
        appointed by the Board to administer the Discretionary Option Grant and Stock
        Issuance Programs with respect to eligible persons other than Section 16
        Insiders.

       

      CC.  
        SECTION 12 REGISTRATION DATE shall mean the date on which the Common Stock
        is
        first registered under Section 12(g) of the 1934 Act.

       

      DD.  
        SECTION 16 INSIDER shall mean an officer or director of the Corporation subject
        to the short-swing profit liabilities of Section 16 of the 1934
        Act.

       

      EE.  
        SERVICE shall mean the performance of services for the Corporation (or any
        Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee
        member of the board of directors or a consultant or independent advisor,
        except
        to the extent otherwise specifically provided in the documents evidencing
        the
        option grant or stock issuance.

       

      FF.  
        STOCK EXCHANGE shall mean either the American Stock Exchange or the New York
        Stock Exchange.

       

      GG.  
        STOCK ISSUANCE PROGRAM shall mean the stock issuance program in effect under
        the
        Plan.

      
         

        
          
            
            

          

          
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      HH.  
        SUBSIDIARY shall mean any corporation (other than the Corporation) in an
        unbroken chain of corporations beginning with the Corporation, provided each
        corporation (other than the last corporation) in the unbroken chain owns,
        at the
        time of the determination, stock possessing fifty percent (50%) or more of
        the
        total combined voting power of all classes of stock in one of the other
        corporations in such chain.

       

      II.  
        10% STOCKHOLDER shall mean the owner of stock (as determined under Code Section
        424(d)) possessing more than ten percent (10%) of the total combined voting
        power of all classes of stock of the Corporation (or any Parent or
        Subsidiary).

       

      JJ.  
        UNDERWRITING AGREEMENT shall mean the agreement between the Corporation and
        the
        underwriter or underwriters managing any public offering of the Common
        Stock.

       

      KK.  
        UNDERWRITING DATE shall mean the date on which the Underwriting Agreement
        is
        executed and priced in connection with any public offering of the Common
        Stock.

       

      LL.  
        WITHHOLDING TAXES shall mean the Federal, state and local income and employment
        withholding tax liabilities to which the holder of Non-Statutory Options
        or
        unvested shares of Common Stock may become subject in connection with the
        exercise of those options or the vesting of those shares.

       

      
        
          
          

        

        
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