Exhibit
      4.3 

    


    HANDHELD
      ENTERTAINMENT, INC.

     

    2007
      INCENTIVE STOCK PLAN, COMPOSITE AS AMENDED

     

    1. Purpose
      of the Plan.

     

    This
      2007
      Incentive Stock Plan, as amended (the “Plan”) is intended as an incentive,
      to retain in the employ of and as directors, officers, consultants, advisors
      and
      employees to Handheld Entertainment, Inc., a Delaware corporation (the
“Company”), and any Subsidiary of the Company, within the meaning of Section
      424(f) of the United States Internal Revenue Code of 1986, as amended (the
      “Code”), persons of training, experience and ability, to attract new directors,
      officers, consultants, advisors and employees whose services are considered
      valuable, to encourage the sense of proprietorship and to stimulate the active
      interest of such persons in the development and financial success of the Company
      and its Subsidiaries.

     

    It
      is
      further intended that certain options granted pursuant to the Plan shall
      constitute incentive stock options within the meaning of Section 422 of the
      Code
      (the “Incentive Options”) while certain other options granted pursuant to the
      Plan shall be nonqualified stock options (the “Nonqualified Options”). Incentive
      Options and Nonqualified Options are hereinafter referred to collectively as
      “Options.”

     

    The
      Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”)
      promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) and that transactions of the type specified in subparagraphs (c) to (f)
      inclusive of Rule 16b-3 by officers and directors of the Company pursuant to
      the
      Plan will be exempt from the operation of Section 16(b) of the Exchange Act.
      Further, the Plan is intended to satisfy the performance-based compensation
      exception to the limitation on the Company’s tax deductions imposed by Section
      162(m) of the Code with respect to those Options for which qualification for
      such exception is intended. In all cases, the terms, provisions, conditions
      and
      limitations of the Plan shall be construed and interpreted consistent with
      the
      Company’s intent as stated in this Section 1.

     

    2. Administration
      of the Plan.

     

    The
      Board
      of the Company (the “Board”) shall appoint and maintain as administrator of the
      Plan a Committee (the “Committee”) consisting of two or more directors who are
      (i) “Independent Directors” ( as such terms is defined under the rules of the
      NASDAQ Stock Market), (ii) “Non-Employee Directors” (as such term is defined in
      Rule 16b-3) and (iii) “Outside Directors” (as such term is defined in Section
      162(m) of the Code), which shall serve at the pleasure of the Board (“Outside
      Directors”) The Committee, subject to Sections 3, 5 and 6 hereof, shall have
      full power and authority to designate recipients of Options and restricted
      stock
      (“Restricted Stock”) and to determine the terms and conditions of the respective
      Option and Restricted Stock agreements (which need not be identical) and to
      interpret the provisions and supervise the administration of the Plan. The
      Committee shall have the authority, without limitation, to designate which
      Options granted under the Plan shall be Incentive Options and which shall be
      Nonqualified Options. To the extent any Option does not qualify as an Incentive
      Option, it shall constitute a separate Nonqualified Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Subject
      to the provisions of the Plan, the Committee shall interpret the Plan and all
      Options and Restricted Stock granted under the Plan, shall make such rules
      as it
      deems necessary for the proper administration of the Plan, shall make all other
      determinations necessary or advisable for the administration of the Plan and
      shall correct any defects or supply any omission or reconcile any inconsistency
      in the Plan or in any Options or Restricted Stock granted under the Plan in
      the
      manner and to the extent that the Committee deems desirable to carry into effect
      the Plan or any Options or Restricted Stock. The act or determination of a
      majority of the Committee shall be the act or determination of the Committee
      and
      any decision reduced to writing and signed by all of the members of the
      Committee shall be fully effective as if it had been made by a majority at
      a
      meeting duly held. Subject to the provisions of the Plan, any action taken
      or
      determination made by the Committee pursuant to this and the other Sections
      of
      the Plan shall be conclusive on all parties.

     

    In
      the
      event that for any reason the Committee is unable to act or if the Committee
      at
      the time of any grant, award or other acquisition under the Plan does not
      consist of two or more Non-Employee Directors, or if there shall be no such
      Committee, then the Plan shall be administered by the Board, and references
      herein to the Committee (except in the proviso to this sentence) shall be deemed
      to be references to the Board, and any such grant, award or other acquisition
      may be approved or ratified in any other manner contemplated by subparagraph
      (d)
      of Rule 16b-3; provided, however, that grants to the Company’s Chief Executive
      Officer or to any of the Company’s other four most highly compensated officers
      that are intended to qualify as performance-based compensation under Section
      162(m) of the Code may only be granted by the Committee. 

     

    3. Designation
      of Optionees and Grantees.

     

    The
      persons eligible for participation in the Plan as recipients of Options (the
      “Optionees”) or Restricted Stock (the “Grantees” and together with Optionees,
      the “Participants”) shall include directors, officers and employees of, and
      subject to their meeting the eligibility requirements of Rule 701 promulgated
      under the Securities Act of 1933, as amended (the “Securities Act”),
      consultants, vendors, joint venture partners, and advisors to, the Company
      or
      any Subsidiary; provided that Incentive Options may only be granted to employees
      of the Company and any Subsidiary. In selecting Participants, and in determining
      the number of shares to be covered by each Option or share of Restricted Stock
      granted to Participants, the Committee may consider any factors it deems
      relevant, including without limitation, the office or position held by the
      Participant or the Participant’s relationship to the Company, the Participant’s
      degree of responsibility for and contribution to the growth and success of
      the
      Company or any Subsidiary, the Participant’s length of service, promotions and
      potential. A Participant who has been granted an Option or Restricted Stock
      hereunder may be granted an additional Option or Options, or Restricted Stock
      if
      the Committee shall so determine.

     

    Grants
      to
      Outside Directors shall be approved by the Board. With respect to awards to
      such
      directors, al rights, powers and authorities vested in the Committee under
      the
      Plan shall instead be exercised by the Board, and all provisions of the Plan
      relating to the Committee shall be interpreted in a manner consistent with
      the
      foregoing by treating any such reference as a reference to the Board for such
      purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    4. Stock
      Reserved for the Plan.

     

    Subject
      to adjustment as provided in Section 8 hereof, a total of 3,500,000 shares
      of the Company’s common stock, par value $0.0001 per share (the “Stock”), shall
      be subject to the Plan. The maximum number of shares of Stock that may be
      subject to Options shall conform to any requirements applicable to
      performance-based compensation under Section 162(m) of the Code, if
      qualification as performance-based compensation under Section 162(m) of the
      Code
      is intended. The shares of Stock subject to the Plan shall consist of unissued
      shares, treasury shares or previously issued shares held by any Subsidiary
      of
      the Company, and such amount of shares of Stock shall be and is hereby reserved
      for such purpose. Any of such shares of Stock that may remain unsold and that
      are not subject to outstanding Options at the termination of the Plan shall
      cease to be reserved for the purposes of the Plan, but until termination of
      the
      Plan the Company shall at all times reserve a sufficient number of shares of
      Stock to meet the requirements of the Plan. Should any Option or Restricted
      Stock expire or be canceled prior to its exercise or vesting in full or should
      the number of shares of Stock to be delivered upon the exercise or vesting
      in
      full of an Option or Restricted Stock be reduced for any reason, the shares
      of
      Stock theretofore subject to such Option or Restricted Stock may be subject
      to
      future Options or Restricted Stock under the Plan, except where such reissuance
      is inconsistent with the provisions of Section 162(m) of the Code where
      qualification as performance-based compensation under Section 162(m) of the
      Code
      is intended.

     

    5. Terms
      and Conditions of Options.

     

    Options
      granted under the Plan shall be subject to the following conditions and shall
      contain such additional terms and conditions, not inconsistent with the terms
      of
      the Plan, as the Committee shall deem desirable:

     

    (a) Option
      Price.
      The
      purchase price of each share of Stock purchasable under an Incentive Option
      shall be determined by the Committee at the time of grant, but shall not be
      less
      than 100% of the Fair Market Value (as defined below) of such share of Stock
      on
      the date the Option is granted; provided, however, that with respect to an
      Optionee who, at the time such Incentive Option is granted, owns (within the
      meaning of Section 424(d) of the Code) more than 10% of the total combined
      voting power of all classes of stock of the Company or of any Subsidiary, the
      purchase price per share of Stock shall be at least 110% of the Fair Market
      Value per share of Stock on the date of grant. The purchase price of each share
      of Stock purchasable under a Nonqualified Option shall not be less than 100%
      of
      the Fair Market Value of such share of Stock on the date the Option is granted.
      The exercise price for each Option shall be subject to adjustment as provided
      in
      Section 8 below. “Fair Market Value” means the closing price on the final
      trading day immediately prior to the grant of publicly traded shares of Stock
      on
      the principal securities exchange on which shares of Stock are listed (if the
      shares of Stock are so listed), or, if not so listed, the mean between the
      closing bid and asked prices of publicly traded shares of Stock in the over
      the
      counter market, or, if such bid and asked prices shall not be available, as
      reported by any nationally recognized quotation service selected by the Company,
      or as determined by the Committee in a manner consistent with the provisions
      of
      the Code. Anything in this Section 5(a) to the contrary notwithstanding, in
      no
      event shall the purchase price of a share of Stock be less than the minimum
      price permitted under the rules and policies of any national securities exchange
      on which the shares of Stock are listed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Option
      Term.
      The
      term of each Option shall be fixed by the Committee, but no Option shall be
      exercisable more than ten years after the date such Option is granted and in
      the
      case of an Incentive Option granted to an Optionee who, at the time such
      Incentive Option is granted, owns (within the meaning of Section 424(d) of
      the
      Code) more than 10% of the total combined voting power of all classes of stock
      of the Company or of any Subsidiary, no such Incentive Option shall be
      exercisable more than five years after the date such Incentive Option is
      granted.

     

    (c) Exercisability.
      Subject
      to Section 5(j) hereof, Options shall be exercisable at such time or times
      and
      subject to such terms and conditions as shall be determined by the Committee
      at
      the time of grant; provided, however, that in the absence of any Option vesting
      periods designated by the Committee at the time of grant, Options shall vest
      and
      become exercisable as to one-third of the total amount of shares subject to
      the
      Option on each of the first, second and third anniversaries of the date of
      grant; and provided further that no Options shall be exercisable until such
      time
      as any vesting limitation required by Section 16 of the Exchange Act, and
      related rules, shall be satisfied if such limitation shall be required for
      continued validity of the exemption provided under Rule
      16b-3(d)(3).

     

    Upon
      the
      occurrence of a “Change in Control” (as hereinafter defined), the Committee may
      accelerate the vesting and exercisability of outstanding Options, in whole
      or in
      part, as determined by the Committee in its sole discretion. In its sole
      discretion, the Committee may also determine that, upon the occurrence of a
      Change in Control, each outstanding Option shall terminate within a specified
      number of days after notice to the Optionee thereunder, and each such Optionee
      shall receive, with respect to each share of Company Stock subject to such
      Option, an amount equal to the excess of the Fair Market Value of such shares
      immediately prior to such Change in Control over the exercise price per share
      of
      such Option; such amount shall be payable in cash, in one or more kinds of
      property (including the property, if any, payable in the transaction) or a
      combination thereof, as the Committee shall determine in its sole
      discretion.

     

    For
      purposes of the Plan, a Change in Control shall be deemed to have occurred
      if:

     

    (i) a
      tender
      offer (or series of related offers) shall be made and consummated for the
      ownership of 50% or more of the outstanding voting securities of the Company,
      unless as a result of such tender offer more than 50% of the outstanding voting
      securities of the surviving or resulting corporation shall be owned in the
      aggregate by the stockholders of the Company (as of the time immediately prior
      to the commencement of such offer), any employee benefit plan of the Company
      or
      its Subsidiaries, and their affiliates;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii) the
      Company shall be merged or consolidated with another corporation, unless as
      a
      result of such merger or consolidation more than 50% of the outstanding voting
      securities of the surviving or resulting corporation shall be owned in the
      aggregate by the stockholders of the Company (as of the time immediately prior
      to such transaction), any employee benefit plan of the Company or its
      Subsidiaries, and their affiliates;

     

    (iii) the
      Company shall sell substantially all of its assets to another corporation that
      is not wholly owned by the Company, unless as a result of such sale more than
      50% of such assets shall be owned in the aggregate by the stockholders of the
      Company (as of the time immediately prior to such transaction), any employee
      benefit plan of the Company or its Subsidiaries and their affiliates;
      or

     

    (iv) a
      Person
      (as defined below) shall acquire 50% or more of the outstanding voting
      securities of the Company (whether directly, indirectly, beneficially or of
      record), unless as a result of such acquisition more than 50% of the outstanding
      voting securities of the surviving or resulting corporation shall be owned
      in
      the aggregate by the stockholders of the Company (as of the time immediately
      prior to the first acquisition of such securities by such Person), any employee
      benefit plan of the Company or its Subsidiaries, and their
      affiliates.

     

    For
      purposes of this Section 5(c), ownership of voting securities shall take into
      account and shall include ownership as determined by applying the provisions
      of
      Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”). In addition, for such
      purposes, “Person” shall have the meaning given in Section 3(a)(9) of the
      Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however,
      a Person shall not include (A) the Company or any of its Subsidiaries; (B)
      a
      trustee or other fiduciary holding securities under an employee benefit plan
      of
      the Company or any of its Subsidiaries; (C) an underwriter temporarily holding
      securities pursuant to an offering of such securities; or (D) a corporation
      owned, directly or indirectly, by the stockholders of the Company in
      substantially the same proportion as their ownership of stock of the
      Company.

     

    (d) Method
      of Exercise.
      Options
      to the extent then exercisable may be exercised in whole or in part at any
      time
      during the option period, by giving written notice to the Company specifying
      the
      number of shares of Stock to be purchased, accompanied by payment in full of
      the
      purchase price, in cash, or by check or such other instrument as may be
      acceptable to the Committee. As determined by the Committee, in its sole
      discretion, at or after grant, payment in full or in part may be made at the
      election of the Optionee (i) in the form of Stock owned by the Optionee (based
      on the Fair Market Value of the Stock which is not the subject of any pledge
      or
      security interest, (ii) in the form of shares of Stock withheld by the Company
      from the shares of Stock otherwise to be received with such withheld shares
      of
      Stock having a Fair Market Value equal to the exercise price of the Option,
      or
      (iii) by a combination of the foregoing, such Fair Market Value determined
      by
      applying the principles set forth in Section 5(a), provided that the combined
      value of all cash and cash equivalents and the Fair Market Value of any shares
      surrendered to the Company is at least equal to such exercise price and except
      with respect to (ii) above, such method of payment will not cause a
      disqualifying disposition of all or a portion of the Stock received upon
      exercise of an Incentive Option. An Optionee shall have the right to dividends
      and other rights of a stockholder with respect to shares of Stock purchased
      upon
      exercise of an Option at such time as the Optionee (i) has given written notice
      of exercise and has paid in full for such shares, and (ii) has satisfied such
      conditions that may be imposed by the Company with respect to the withholding
      of
      taxes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e) Non-transferability
      of Options.
      Options
      are not transferable and may be exercised solely by the Optionee during his
      lifetime or after his death by the person or persons entitled thereto under
      his
      will or the laws of descent and distribution. The Committee, in its sole
      discretion, may permit a transfer of a Nonqualified Option to (i) a trust for
      the benefit of the Optionee, (ii) a member of the Optionee’s immediate family
      (or a trust for his or her benefit) or (iii) pursuant to a domestic relations
      order. Any attempt to transfer, assign, pledge or otherwise dispose of, or
      to
      subject to execution, attachment or similar process, any Option contrary to
      the
      provisions hereof shall be void and ineffective and shall give no right to
      the
      purported transferee.

     

    (f) Termination
      by Death.
      Unless
      otherwise determined by the Committee, if any Optionee’s employment with or
      service to the Company or any Subsidiary terminates by reason of death, the
      Option may thereafter be exercised, to the extent then exercisable (or on such
      accelerated basis as the Committee shall determine at or after grant), by the
      legal representative of the estate or by the legatee of the Optionee under
      the
      will of the Optionee, for a period of one (1) year after the date of such death
      (or, if later, such time as the Option may be exercised pursuant to Section
      14(d) hereof) or until the expiration of the stated term of such Option as
      provided under the Plan, whichever period is shorter.

     

    (g) Termination
      by Reason of Disability.
      Unless
      otherwise determined by the Committee, if any Optionee’s employment with or
      service to the Company or any Subsidiary terminates by reason of total and
      permanent disability, any Option held by such Optionee may thereafter be
      exercised, to the extent it was exercisable at the time of termination due
      to
      disability (or on such accelerated basis as the Committee shall determine at
      or
      after grant), but may not be exercised after ninety (90) days after the date
      of
      such termination of employment or service (or, if later, such time as the Option
      may be exercised pursuant to Section 14(d) hereof) or the expiration of the
      stated term of such Option, whichever period is shorter; provided,
      however,
      that,
      if the Optionee dies within such ninety (90) day period, any unexercised Option
      held by such Optionee shall thereafter be exercisable to the extent to which
      it
      was exercisable at the time of death for a period of one (1) year after the
      date
      of such death (or, if later, such time as the Option may be exercised pursuant
      to Section 14(d) hereof) or for the stated term of such Option, whichever period
      is shorter.

     

    (h) Termination
      by Reason of Retirement.
      Unless
      otherwise determined by the Committee, if any Optionee’s employment with or
      service to the Company or any Subsidiary terminates by reason of Normal or
      Early
      Retirement (as such terms are defined below), any Option held by such Optionee
      may thereafter be exercised to the extent it was exercisable at the time of
      such
      Retirement (or on such accelerated basis as the Committee shall determine at
      or
      after grant), but may not be exercised after ninety (90) days after the date
      of
      such termination of employment or service (or, if later, such time as the Option
      may be exercised pursuant to Section 14(d) hereof) or the expiration of the
      stated term of such Option, whichever date is earlier; provided, however, that,
      if the Optionee dies within such ninety (90) day period, any unexercised Option
      held by such Optionee shall thereafter be exercisable, to the extent to which
      it
      was exercisable at the time of death, for a period of one (1) year after the
      date of such death (or, if later, such time as the Option may be exercised
      pursuant to Section 14(d) hereof) or for the stated term of such Option,
      whichever period is shorter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    For
      purposes of this paragraph (h), “Normal Retirement” shall mean retirement from
      active employment with the Company or any Subsidiary on or after the normal
      retirement date specified in the applicable Company or Subsidiary pension plan
      or if no such pension plan, age 65, and “Early Retirement” shall mean retirement
      from active employment with the Company or any Subsidiary pursuant to the early
      retirement provisions of the applicable Company or Subsidiary pension plan
      or if
      no such pension plan, age 55.

     

    (i) Other
      Termination.
      Unless
      otherwise determined by the Committee and except as is provided below, if any
      Optionee’s employment with or service to the Company or any Subsidiary
      terminates for any reason other than death, disability or Normal or Early
      Retirement, the Option shall thereupon terminate, except that the portion of
      any
      Option that was exercisable on the date of such termination of employment or
      service may be exercised for the lesser of ninety (90) days after the date
      of
      termination (or, if later, such time as to Option may be exercised pursuant
      to
      Section 14(d) hereof) or the balance of such Option’s term, which ever period is
      shorter. The transfer of an Optionee from the employ of or service to the
      Company to the employ of or service to a Subsidiary, or vice versa, or from
      one
      Subsidiary to another, shall not be deemed to constitute a termination of
      employment or service for purposes of the Plan.

     

    (i) In
      the
      event that the Optionee’s employment or service with the Company or any
      Subsidiary is terminated by the Company or such Subsidiary for “cause” any
      unexercised portion of any Option shall immediately terminate in its entirety.
      For purposes hereof, “Cause” shall exist upon a good-faith determination by the
      Board, following a hearing before the Board at which an Optionee was represented
      by counsel and given an opportunity to be heard, that such Optionee has been
      accused of fraud, dishonesty or act detrimental to the interests of the Company
      or any Subsidiary of Company or that such Optionee has been accused of or
      convicted of an act of willful and material embezzlement or fraud against the
      Company or of a felony under any state or federal statute; provided, however,
      that it is specifically understood that “Cause” shall not include any act of
      commission or omission in the good-faith exercise of such Optionee’s business
      judgment as a director, officer or employee of the Company, as the case may
      be,
      of the Company, or upon the advice of counsel to the Company.

     

    (ii) In
      the
      event that an Optionee is removed as a director, officer or employee by the
      Company at any time other than for “Cause” or resigns as a director, officer or
      employee for “Good Reason” the Option granted to such Optionee may be exercised
      by the Optionee, to the extent the Option was exercisable on the date such
      Optionee ceases to be a director, officer or employee. Such Option may be
      exercised at any time within one (1) year after the date the Optionee ceases
      to
      be a director, officer or employee (or, if later, such time as to Option may
      be
      exercised pursuant to Section 14(d) hereof), or the date on which the Option
      otherwise expires by its terms; which ever period is shorter, at which time
      the
      Option shall terminate; provided, however, if the Optionee dies before the
      Options are forfeited and no longer exercisable, the terms and provisions of
      Section 5(f) shall control. For purposes of this Section 5(i) Good Reason shall
      exist upon the occurrence of the following:

     

    
      	 	
              (i)

            	
              the
                assignment of Optionee of any duties inconsistent with the position
                in the
                Company that Optionee held immediately prior to the
                assignment;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              a
                Change of Control resulting in a significant adverse alteration in
                the
                status or conditions of Optionee’s participation with the Company or other
                nature of Optionee’s responsibilities from those in effect prior to such
                Change of Control, including any significant alteration in Optionee’s
                responsibilities immediately prior to such Change in Control;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                failure by the Company to continue to provide Optionee with benefits
                substantially similar to those enjoyed by Optionee prior to such
                failure.

            


    

     

    (j) Limit
      on Value of Incentive Option.
      The
      aggregate Fair Market Value, determined as of the date the Incentive Option
      is
      granted, of Stock for which Incentive Options are exercisable for the first
      time
      by any Optionee during any calendar year under the Plan (and/or any other stock
      option plans of the Company or any Subsidiary) shall not exceed
      $100,000.

     

    6. Terms
      and Conditions of Restricted Stock.

     

    Restricted
      Stock may be granted under this Plan aside from, or in association with, any
      other award and shall be subject to the following conditions and shall contain
      such additional terms and conditions (including provisions relating to the
      acceleration of vesting of Restricted Stock upon a Change of Control), not
      inconsistent with the terms of the Plan, as the Committee shall deem
      desirable:

     

    (a) Grantee
      rights.
      A
      Grantee shall have no rights to an award of Restricted Stock unless and until
      Grantee accepts the award within the period prescribed by the Committee and,
      if
      the Committee shall deem desirable, makes payment to the Company in cash, or
      by
      check or such other instrument as may be acceptable to the Committee. After
      acceptance and issuance of a certificate or certificates, as provided for below,
      the Grantee shall have the rights of a stockholder with respect to Restricted
      Stock subject to the non-transferability and forfeiture restrictions described
      in Section 6(d) below.

     

    (b) Issuance
      of Certificates.
      The
      Company shall issue in the Grantee’s name a certificate or certificates for the
      shares of Common Stock associated with the award promptly after the Grantee
      accepts such award.

     

    (c) Delivery
      of Certificates.
      Unless
      otherwise provided, any certificate or certificates issued evidencing shares
      of
      Restricted Stock shall not be delivered to the Grantee until such shares are
      free of any restrictions specified by the Committee at the time of
      grant.

     

    (d) Forfeitability,
      Non-transferability of Restricted Stock.
      Shares
      of Restricted Stock are forfeitable until the terms of the Restricted Stock
      grant have been satisfied. Shares of Restricted Stock are not transferable
      until
      the date on which the Committee has specified such restrictions have lapsed.
      Unless otherwise provided by the Committee at or after grant, distributions
      in
      the form of dividends or otherwise of additional shares or property in respect
      of shares of Restricted Stock shall be subject to the same restrictions as
      such
      shares of Restricted Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e) Change
      of Control.
      Upon
      the occurrence of a Change in Control as defined in Section 5(c), the Committee
      may accelerate the vesting of outstanding Restricted Stock, in whole or in
      part,
      as determined by the Committee, in its sole discretion.

     

    (f) Termination
      of Employment.
      Unless
      otherwise determined by the Committee at or after grant, in the event the
      Grantee ceases to be an employee or otherwise associated with the Company for
      any other reason, all shares of Restricted Stock theretofore awarded to him
      which are still subject to restrictions shall be forfeited and the Company
      shall
      have the right to complete the blank stock power. The Committee may provide
      (on
      or after grant) that restrictions or forfeiture conditions relating to shares
      of
      Restricted Stock will be waived in whole or in part in the event of termination
      resulting from specified causes, and the Committee may in other cases waive
      in
      whole or in part restrictions or forfeiture conditions relating to Restricted
      Stock.

     

    7. Term
      of Plan.

     

    No
      Option
      or Restricted Stock shall be granted pursuant to the Plan on the date which
      is
      ten years from the effective date of the Plan, but Options theretofore granted
      may extend beyond that date.

     

    8. Capital
      Change of the Company.

     

    In
      the
      event of any merger, reorganization, consolidation, recapitalization, stock
      dividend, or other change in corporate structure affecting the Stock, the
      Committee shall make an appropriate and equitable adjustment in the number
      and
      kind of shares reserved for issuance under the Plan and in the number and option
      price of shares subject to outstanding Options granted under the Plan, to the
      end that after such event each Optionee’s proportionate interest shall be
      maintained (to the extent possible) as immediately before the occurrence of
      such
      event. The Committee shall, to the extent feasible, make such other adjustments
      as may be required under the tax laws so that any Incentive Options previously
      granted shall not be deemed modified within the meaning of Section 424(h) of
      the
      Code. Appropriate adjustments shall also be made in the case of outstanding
      Restricted Stock granted under the Plan.

     

    The
      adjustments described above will be made only to the extent consistent with
      continued qualification of the Option under Section 422 of the Code (in the
      case
      of an Incentive Option) and Section 409A of the Code.

     

    9. Purchase
      for Investment/Conditions.

     

    Unless
      the Options and shares covered by the Plan have been registered under the
      Securities Act, or the Company has determined that such registration is
      unnecessary, each person exercising or receiving Options or Restricted Stock
      under the Plan may be required by the Company to give a representation in
      writing that he is acquiring the securities for his own account for investment
      and not with a view to, or for sale in connection with, the distribution of
      any
      part thereof. The Committee may impose any additional or further restrictions
      on
      awards of Options or Restricted Stock as shall be determined by the Committee
      at
      the time of award.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10. Taxes.

     

    (a) The
      Company may make such provisions as it may deem appropriate, consistent with
      applicable law, in connection with any Options or Restricted Stock granted
      under
      the Plan with respect to the withholding of any taxes (including income or
      employment taxes) or any other tax matters.

     

    (b) If
      any
      Grantee, in connection with the acquisition of Restricted Stock, makes the
      election permitted under Section 83(b) of the Code (that is, an election to
      include in gross income in the year of transfer the amounts specified in Section
      83(b)), such Grantee shall notify the Company of the election with the Internal
      Revenue Service pursuant to regulations issued under the authority of Code
      Section 83(b).

     

    (c) If
      any
      Grantee shall make any disposition of shares of Stock issued pursuant to the
      exercise of an Incentive Option under the circumstances described in Section
      421(b) of the Code (relating to certain disqualifying dispositions), such
      Grantee shall notify the Company of such disposition within ten (10) days
      hereof.

     

    11. Effective
      Date of Plan.

     

    The
      Plan
      shall be effective upon the date of its approval by the Company’s stockholders,
      and further, that in the event certain Option grants hereunder are intended
      to
      qualify as performance-based compensation within the meaning of Section 162(m)
      of the Code, the requirements as to stockholder approval set forth in Section
      162(m) of the Code are satisfied.

     

    12. Amendment
      and Termination.

     

    The
      Board
      may amend, suspend, or terminate the Plan, except that no amendment shall be
      made that would impair the rights of any Participant under any Option or
      Restricted Stock theretofore granted without the Participant’s consent, and
      except that no amendment shall be made which, without the approval of the
      stockholders of the Company would:

     

    (a) materially
      increase the number of shares that may be issued under the Plan, except as
      is
      provided in Section 8;

     

    (b) materially
      increase the benefits accruing to the Participants under the Plan;

     

    (c) materially
      modify the requirements as to eligibility for participation in the
      Plan;

     

    (d) decrease
      the exercise price of an Incentive Option to less than 100% of the Fair Market
      Value per share of Stock on the date of grant thereof or the exercise price
      of a
      Nonqualified Option to less than 100% of the Fair Market Value per share of
      Stock on the date of grant thereof; or

     

    (e) extend
      the term of any Option beyond that provided for in Section 5(b).

     

    The
      Committee may at any time or times amend the Plan or any outstanding award
      for
      any purpose which may at the time be permitted by law, or may at any time
      terminate the Plan as to any further grants of awards, provided that (except
      to
      the extent expressly required or permitted by the Plan) no such amendment will,
      without the approval of the stockholders of the Company, effectuate a change
      for
      which stockholder approval is required under the listing requirements of the
      NASDAQ Stock Market and in order for the Plan to continue to qualify for the
      award of Incentive Options under Section 422 of the Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    It
      is the
      intention of the Board that the Plan comply strictly with the provisions of
      Section 409A of the Code and Treasury Regulations and other Internal Revenue
      Service guidance promulgated thereunder (the “Section 409A Rules”) and the
      Committee shall exercise its discretion in granting awards hereunder (and the
      terms of such awards), accordingly. The Plan and any grant of an award hereunder
      may be amended from time to time (without, in the case of an award, the consent
      of the Participant) as may be necessary or appropriate to comply with the
      Section 409A Rules.

     

    13. Government
      Regulations.

     

    The
      Plan,
      and the grant and exercise of Options or Restricted Stock hereunder, and the
      obligation of the Company to sell and deliver shares under such Options and
      Restricted Stock shall be subject to all applicable laws, rules and regulations,
      and to such approvals by any governmental agencies, national securities
      exchanges and interdealer quotation systems as may be required.

     

    14. General
      Provisions.

     

    (a) Certificates.
      All
      certificates for shares of Stock delivered under the Plan shall be subject
      to
      such stop transfer orders and other restrictions as the Committee may deem
      advisable under the rules, regulations and other requirements of the Securities
      and Exchange Commission, or other securities commission having jurisdiction,
      any
      applicable Federal or state securities law, any stock exchange or interdealer
      quotation system upon which the Stock is then listed or traded and the Committee
      may cause a legend or legends to be placed on any such certificates to make
      appropriate reference to such restrictions.

     

    (b) Employment
      Matters.
      Neither
      the adoption of the Plan nor any grant or award under the Plan shall confer
      upon
      any Participant who is an employee of the Company or any Subsidiary any right
      to
      continued employment or, in the case of a Participant who is a director,
      continued service as a director, with the Company or a Subsidiary, as the case
      may be, nor shall it interfere in any way with the right of the Company or
      any
      Subsidiary to terminate the employment of any of its employees, the service
      of
      any of its directors or the retention of any of its consultants or advisors
      at
      any time.

     

    (c) Limitation
      of Liability.
      No
      member of the Committee, or any officer or employee of the Company acting on
      behalf of the Committee, shall be personally liable for any action,
      determination or interpretation taken or made in good faith with respect to
      the
      Plan, and all members of the Committee and each and any officer or employee
      of
      the Company acting on their behalf shall, to the extent permitted by law, be
      fully indemnified and protected by the Company in respect of any such action,
      determination or interpretation.

     

    (d) Registration
      of Stock.
      Notwithstanding any other provision in the Plan, no Option may be exercised
      unless and until the Stock to be issued upon the exercise thereof has been
      registered under the Securities Act and applicable state securities laws, or
      are, in the opinion of counsel to the Company, exempt from such registration
      in
      the United States. The Company shall not be under any obligation to register
      under applicable federal or state securities laws any Stock to be issued upon
      the exercise of an Option granted hereunder in order to permit the exercise
      of
      an Option and the issuance and sale of the Stock subject to such Option,
      although the Company may in its sole discretion register such Stock at such
      time
      as the Company shall determine. If the Company chooses to comply with such
      an
      exemption from registration, the Stock issued under the Plan may, at the
      direction of the Committee, bear an appropriate restrictive legend restricting
      the transfer or pledge of the Stock represented thereby, and the Committee
      may
      also give appropriate stop transfer instructions with respect to such Stock
      to
      the Company’s transfer agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15. Non-Uniform
      Determinations.

     

    The
      Committee’s determinations under the Plan, including, without limitation, (i)
      the determination of the Participants to receive awards, (ii) the form, amount
      and timing of such awards, (iii) the terms and provisions of such awards and
      (ii) the agreements evidencing the same, need not be uniform and may be made
      by
      it selectively among Participants who receive, or who are eligible to receive,
      awards under the Plan, whether or not such Participants are similarly
      situated.

     

    16. Governing
      Law.

     

    The
      validity, construction, and effect of the Plan and any rules and regulations
      relating to the Plan shall be determined in accordance with the internal laws
      of
      the State of Delaware, without giving effect to principles of conflicts of
      laws,
      and applicable federal law.