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                                                                   Exhibit 10.10

                              OPTICON MEDICAL, INC.

                            2000 STOCK INCENTIVE PLAN

1.       Background, Purpose and Duration

         1.1 Effective Date. The Plan is effective as of June 26, 2000, subject
to ratification by an affirmative vote of the holders of a majority of the
Shares which are present in person or by proxy and entitled to vote at the 2000
Annual Meeting of Stockholders. Awards may be granted prior to the receipt of
such vote, but such grants shall be null and void if such vote is not in fact
received.

         1.2 Purpose of the Plan. The Plan is intended to further the growth and
profitability of the Company by providing increased incentive to and encourage
Share ownership on the part of (1) employees of the Company and its Affiliates,
(2) consultants who provide significant services to the Company and its
Affiliates, and (3) directors of the Company who are not employees of the
Company. All management and key Employees, Consultants and Directors of the
Company are eligible to receive Awards under the Plan.

2.       Definitions

         The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:

         2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

         2.2 "Affiliate" means any corporation or any other entity (including,
but not limited to, partnerships and joint ventures) controlling, controlled by,
or under common control with the Company.

         2.3 "Award" means, individually or collectively, a grant under the Plan
of Nonqualified Stock Options, Incentive Stock Options, or Restricted Stock.

         2.4 "Award Agreement" means the written agreement setting forth the
terms and provisions applicable to each Award granted under the Plan.

         2.5 "Board" means the Board of Directors of the Company.

         2.6 "Change of Control" will be deemed to have occurred if and when (i)
a person, partnership, corporation, trust or other entity ("Person") acquires or
combines with the Company, or 50 percent or more of its assets or earning power,
in one or more transactions, and after such acquisition or combination, less
than a majority of the outstanding voting shares of the Person surviving such
transaction (or the ultimate parent of the surviving Person) are owned by the
owners of the voting shares of the Company outstanding immediately prior to such
acquisition or combination; or (ii) during any period of two consecutive years
during the term of this Plan, individuals who at the beginning of such period
are members of the Board ("Original Board Members") cease for any reason to
constitute at least a majority of the Board, unless the election of each Board
member who was not an Original Board Member has been approved in advance by
Board members representing at least two-thirds of the Board members then in
office who were Original Board Members or elected by them.

         2.7 "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.


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         2.8 "Committee" means the committee appointed by the Board (pursuant to
Section 3.1) to administer the Plan.

         2.9 "Company" means Opticon Medical, Inc., a Delaware corporation, its
Subsidiaries and any successors.

         2.10 "Consultant" means any consultant, independent contractor, or
other person who provides significant services to the Company or its Affiliates,
but who is neither an Employee nor a Director.

         2.11 "Director" means any individual who is a member of the Board.

         2.12 "Disability" means a permanent and total disability within the
meaning of Code section 22(e)(3), provided that in the case of Awards other than
Incentive Stock Options, the Committee in its discretion may determine whether a
permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Committee from time to time.

         2.13 "Employee" means any management or key employee of the Company or
of an Affiliate, whether such employee is so employed at the time the Plan is
adopted or becomes so employed subsequent to the adoption of the Plan.

         2.14 "Exercise Price" means the price at which a Share may be purchased
by a Participant pursuant to the exercise of an Option.

         2.15 "Fair Market Value" means (i) the average of the high and low
sales price per share reported on the NASDAQ National Market, if the shares are
so traded, or (ii) if the Shares are listed on a securities exchange, the
average of the high and low sales price per share reported on such exchange, in
each case on the Grant Date, or if there be no reported sale on that date, the
next preceding date on which the Shares were traded. In all other cases, the
fair market value will be determined in accordance with procedures established
in good faith by the Committee and with respect to Incentive Stock Options,
conforming to regulations issued by the Internal Revenue Service regarding
incentive stock options the fair market value of a Share on a particular date,
as determined by the Committee in good faith.

         2.16 "Fiscal Year" means the fiscal year of the Company.

         2.17 "Grant Date" means, with respect to an Award, the date that the
Award was granted.

         2.18 "Incentive Stock Option" means an Option to purchase Shares which
is designated as an Incentive Stock Option and is intended to meet the
requirements of section 422 of the Code.

         2.19 "Nonqualified Stock Option" means an option to purchase Shares
which is not intended to be an Incentive Stock Option.

         2.20 "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.

         2.21 "Participant" means an Employee, Consultant, or Nonemployee
Director who has an outstanding Award.

         2.22 "Period of Restriction" means the period during which shares of
Restricted Stock are subject to forfeiture and/or restrictions on
transferability.

         2.23 "Plan" means the Opticon Medical, Inc. 2000 Stock Incentive Plan,
as set forth in this instrument and as hereafter amended from time to time.

         2.24 "Restricted Stock" means an Award granted to a Participant
pursuant to Section 7.



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         2.25 "Retirement" means, in the case of an Employee, a Termination of
Service by reason of the Employee's retirement at or after his or her having
achieved a combination of years of age and years of employment by the Company or
any Affiliate which equal or exceed 70 years. With respect to a Consultant, no
Termination of Service shall be deemed to be on account of "Retirement." With
respect to a Nonemployee Director, "Retirement" means termination of service on
the Board with the consent of the remaining Directors.

         2.26 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as
amended, and any future regulation amending, supplementing or superseding such
regulation.

         2.27 "Section 16 Person" means a person who, with respect to the
Shares, is subject to section 16 of the 1934 Act.

         2.28 "Shares" means the shares of the Company's common stock, $.0001
par value.

         2.29 "Subsidiary" means any entity in an unbroken chain of entities
beginning with the Company if each of the entities other than the last entity in
the chain then owns fifty percent (50%) or more of the total combined voting
power in one of the other entities in the chain.

         2.30 "Termination of Service" means (a) in the case of an Employee, a
cessation of the employee-employer relationship between an Employee and the
Company or an Affiliate for any reason, including, but not by way of limitation,
a termination by resignation, discharge, death, Disability, Retirement, or the
disaffiliation of an Affiliate, but excluding any such termination where there
is a simultaneous reemployment by the Company or an Affiliate; (b) in the case
of a Consultant, a cessation of the service relationship between a Consultant
and the Company or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability, or the
disaffiliation of an Affiliate, but excluding any such termination where there
is a simultaneous re-engagement of the consultant by the Company or an
Affiliate; and (c) in the case of a Nonemployee Director, a cessation of the
Nonemployee Director's service on the Board for any reason.

3.       Administration

         3.1 The Committee. The Plan shall be administered by the Committee. The
Committee shall consist of not less than two (2) Directors. The members of the
Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board. The Committee shall be comprised solely of Directors who
both are (a) "non-employee directors" under Rule 16b-3, and (b) "outside
directors" under section 162(m) of the Code.

         3.2 Authority of the Committee. It shall be the duty of the Committee
to administer the Plan in accordance with the Plan's provisions. The Committee
shall have all powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to, the power to
(a) determine which Employees, Directors, and Consultants shall be granted
Awards, (b) prescribe the terms and conditions of the Awards, (c) interpret the
Plan and the Awards, (d) adopt such procedures and subplans as are necessary or
appropriate to permit participation in the Plan by Employees, Consultants and
Directors who are foreign nationals or employed outside of the United States,
(e) adopt rules for the administration, interpretation and application of the
Plan as are consistent therewith, and (f) interpret, amend or revoke any such
rules.

         3.3 Delegation by the Committee. The Committee, in its sole discretion
and on such terms and conditions as it may provide, may delegate all or any part
of its authority and powers under the Plan to one or more directors or officers
of the Company; provided, however, that the Committee may not delegate its
authority and powers (a) with respect to Section 16 Persons, or (b) in any way
which would jeopardize the Plan's qualification under Section 162(m) of the Code
or Rule 16b-3.

         3.4 Decisions Binding. All determinations and decisions made by the
Committee, the Board, and any delegate of the Committee pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons,
and shall be given the maximum deference permitted by law.



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4.       Shares Subject to the Plan

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available for grant under the Plan shall not exceed
1,500,000. Shares granted under the Plan may be either authorized but unissued
Shares or treasury Shares.

         4.2 Lapsed Awards. If an Award terminates, expires, or lapses for any
reason, any Shares subject to such Award again shall be available to be the
subject of an Award.

         4.3 Adjustments in Awards and Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, split-up, Share combination, or other
change in the corporate structure of the Company affecting the Shares, the
Committee shall adjust the number and class of Shares which may be delivered
under the Plan and the number, class, and price of Shares subject to outstanding
Awards in such manner as the Committee (in its sole discretion) shall determine
to be appropriate to prevent the dilution or diminution of such Awards.
Notwithstanding the preceding, the number of Shares subject to any Award always
shall be a whole number.

         4.4 Acceleration on Change of Control. If a Change of Control occurs,
all outstanding Options granted under the Plan will become immediately
exercisable to the extent of 100% of the Shares subject thereto notwithstanding
any contrary exercise or vesting periods specified in this Plan or in any
applicable Award Agreement.

5.       Stock Options

         5.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees, Directors, and Consultants at any time and
from time to time as determined by the Committee in its sole discretion. The
Committee, in its sole discretion, shall determine the number of Shares subject
to each Option. The Committee may grant Incentive Stock Options, Nonqualified
Stock Options, or a combination thereof.

         5.2 Award Agreement. Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option, and such other terms and conditions as the Committee, in
its discretion, shall determine. The Award Agreement shall specify whether the
Option is intended to be an Incentive Stock Option or a Nonqualified Stock
Option. In the Award Agreement with respect to each Option, the Participant, in
consideration of the granting of the Option, shall agree to remain in the employ
or service of the Company or an Affiliate for a period of at least one year from
the Grant Date (but subject to Section 7.2).

         5.3 Exercise Price. Subject to the provisions of this Section 5.3, the
Exercise Price for each Option shall be determined by the Committee in its sole
discretion.

         5.3.1 Incentive Stock Options. In the case of an Incentive Stock
Option, the Exercise Price shall be not less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date; provided, however, that if
on the Grant Date, the Employee (together with persons whose stock ownership is
attributed to the Employee pursuant to section 424(d) of the Code) owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, the Exercise Price shall be not
less than one hundred and ten percent (110%) of the Fair Market Value of a Share
on the Grant Date.

         5.3.2 Substitute Options. Notwithstanding the provisions of Section
5.3.1, in the event that the Company or an Affiliate consummates a transaction
described in section 424(a) of the Code (e.g., the acquisition of property or
stock from an unrelated corporation), persons who become Employees or
Consultants on account of such transaction may be granted Options in
substitution for options granted by their former employer. If such substitute
Options are granted, the Committee, in its sole discretion and consistent with
section 424(a) of the Code, shall determine the exercise price of such
substitute Options.



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         5.4 Expiration of Options.

         5.4.1 Expiration Dates. Each Option shall terminate no later than the
first to occur of the following events:

         (a) The date for termination of the Option set forth in the written
Award Agreement; or

         (b) The expiration of ten (10) years from the Grant Date; or

         (c) Immediately upon the date and time of the Participant's Termination
of Service for a reason other than the Participant's death, Disability or
Retirement, unless the Committee in its sole discretion elects to extend the
exercisability of an Option, provided that it may not extend the termination of
our Incentive Stock Option to more than three (3) months from Termination of
Service; or

         (d) The expiration of one (1) year from the date of the Participant's
Termination of Service by reason of death, Disability or Retirement (except as
provided in Section 5.8.2 regarding Incentive Stock Options).

         5.4.2 Committee Discretion. Subject to the limits of Section 5.4.1, the
Committee, in its sole discretion, (a) shall provide in each Award Agreement
when each Option expires and becomes unexercisable, and (b) may, after an Option
is granted, extend the maximum term of the Option (subject to Section 5.8.4
regarding Incentive Stock Options).

         5.5 Exercisability of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall determine in its sole discretion. After an Option is
granted, the Committee, in its sole discretion, may accelerate the
exercisability of the Option. However, in no event may any Option granted to a
Section 16 Person be exercisable until at least six (6) months following the
Grant Date.

         5.6 Payment. Options shall be exercised by the Participant's delivery
of a written notice of exercise to the Secretary of the Company (or its
designee), setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.

         Upon the exercise of any Option, the Exercise Price shall be payable to
the Company in full in cash or its equivalent. The Committee, in its sole
discretion, also may permit exercise (a) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total
Exercise Price, or (b) by any other means which the Committee, in its sole
discretion, determines to both provide legal consideration for the Shares, and
to be consistent with the purposes of the Plan.

         As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Company shall deliver to
the Participant (or the Participant's designated broker), Share certificates
(which may be in book entry form) representing such Shares.

         5.7 Restrictions on Share Transferability. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
as it may deem advisable, including, but not limited to, restrictions related to
applicable Federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded, or any blue sky
or state securities laws.

         5.8 Certain Additional Provisions for Incentive Stock Options.

         5.8.1 Exercisability. The aggregate Fair Market Value (determined on
the Grant Date(s)) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by any Employee during any calendar year
(under all plans of the Company and its Subsidiaries) shall not exceed $100,000.

         5.8.2 Termination of Service. No Incentive Stock Option may be
exercised more than three (3) months after the Participant's Termination of
Service for any reason other than Disability or death, unless (a) the
Participant dies during such three-month period, and (b) the Award Agreement or
the Committee permits later exercise.



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         5.8.3 Company and Subsidiaries Only. Incentive Stock Options may be
granted only to persons who are employees of the Company or a Subsidiary on the
Grant Date.

         5.8.4 Expiration. No Incentive Stock Option may be exercised after the
expiration of ten (10) years from the Grant date; provided, however, that if the
Option is granted to an Employee who, together with persons whose stock
ownership is attributed to the Employee pursuant to section 424(d) of the Code,
owns stock possessing more than 10% of the total combined voting power of all
classes of the stock of the Company or any of its Subsidiaries, the Option may
not be exercised after the expiration of five (5) years from the Grant Date.

         5.9 Grant of Reload Options. The Committee may provide in an Award
Agreement that a Participant who exercises all or part of an Option by payment
of the Exercise Price with already owned Shares, shall be granted an additional
option (a "Reload Option") for a number of shares of stock equal to the number
of Shares tendered to exercise the previously granted Option plus, if the
Committee so determines, any Shares withheld or delivered in satisfaction of any
tax withholding requirements. As determined by the Committee, each Reload Option
shall: (a) have a Grant Date which is the date as of which the previously
granted Option is exercised, and (b) be exercisable on the same terms and
conditions as the previously granted Option, except that the Exercise Price
shall be determined as of the Grant Date.

6.       Restricted Stock

         6.1 Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Employees and Consultants in such amounts as the Committee,
in its sole discretion, shall determine. The Committee, in its sole discretion,
shall determine the number of Shares to be granted to each Participant.

         6.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, any price to be paid for the Shares, and such
other terms and conditions as the Committee, in its sole discretion, shall
determine. Unless the Committee determines otherwise, Shares of Restricted Stock
shall be held by the Company as escrow agent until the restrictions on such
Shares have lapsed.

         6.3 Transferability. Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction. In no event may the restrictions on
Restricted Stock granted to a Section 16 Person lapse prior to six (6) months
following the Grant Date.

         6.4 Other Restrictions. The Committee, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate, in accordance with this Section 6.4. For example, the
Committee may set restrictions based upon the achievement of specific
performance objectives (Company-wide, divisional, or individual), applicable
Federal or state securities laws, or any other basis determined by the Committee
in its discretion. The Committee, in its discretion, may legend the certificates
representing Restricted Stock to give appropriate notice of the restrictions
applicable to such Shares.

         6.5 Removal of Restrictions. Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall be released from escrow as soon
as practicable after the last day of the Period of Restriction. The Committee,
in its discretion, may accelerate the time at which any restrictions shall
lapse, and remove any restrictions; provided, however, that the Period of
Restriction on Shares granted to a Section 16 Person may not lapse until at
least six (6) months after the Grant Date. After the restrictions have lapsed,
the Participant shall be entitled to have any legend or legends under Section
6.4 removed from his or her Share certificate, and the Shares shall be freely
transferable by the Participant.

         6.6 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless otherwise provided in the Award
Agreement.



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         6.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to such
Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid. With respect to Restricted Stock
granted to a Section 16 Person, any dividend or distribution that constitutes a
"derivative security" or an "equity security" under section 16 of the 1934 Act
shall be subject to a Period of Restriction equal to the longer of: (a) the
remaining Period of Restriction on the Shares of Restricted Stock with respect
to which the dividend or distribution is paid; or (b) six (6) months.

         6.8 Return of Restricted Stock to Company. On the date set forth in the
Award Agreement, the Restricted Stock for which restrictions have not lapsed
shall revert to the Company and again shall become available for grant under the
Plan.

7.       Miscellaneous

         7.1 Forfeiture. Notwithstanding anything in the Plan or in any Award
Agreement to the contrary, in the event of any activity of a Participant or
former Participant which is in competition with any of the businesses of the
Company or an Affiliate, the Committee may (a) cancel any outstanding Award
granted to the Participant, in whole or in part, whether or not vested, and/or
(b) if such conduct or activity occurs within one year following the exercise or
payment of an Award, require the former Participant to repay the Company any
gain realized or payment received upon the exercise or payment of such Award
(with such gain or repayment valued as of the date of exercise or payment). Such
cancellation or repayment obligation shall be effective as of the date specified
by the Committee. Any repayment obligation may be satisfied in Common Stock or
cash or a combination thereof (based upon the Fair Market Value of Common Stock
on the day prior to the date of payment), and the Committee may provide for an
offset to any future payments owed by the Company or Affiliate to such person if
necessary to satisfy the repayment obligation. The determination of whether any
Participant or former Participant has engaged in any activity in competition
with any of the businesses of the Company or an Affiliate shall be determined by
the Committee in good faith and in its sole discretion.

         7.2 No Effect on Employment or Service. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or service at any time, with or without cause. For
purposes of the Plan, transfer of employment of a Participant between the
Company and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Service. Employment with the Company and its Affiliates
is on an at-will basis only.

         7.3 Participation. No Employee or Consultant shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.

         7.4 Indemnification. Each person who is or shall have been a member of
the Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from (a) any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Award Agreement, and (b) from any and all
amounts paid by him or her in settlement thereof, with the Company's approval,
or paid by him or her in satisfaction of any judgment in any such claim, action,
suit, or proceeding against him or her, provided he or she shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled, as a matter of law or
otherwise, or under any power that the Company may have to indemnify them or
hold them harmless.

         7.5 Successors. All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business or assets of the Company.



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         7.6 Beneficiary Designations. If permitted by the Committee, a
Participant under the Plan may name a beneficiary or beneficiaries to whom any
vested but unpaid Award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate and,
subject to the terms of the Plan and of the applicable Award Agreement, any
unexercised vested Award may be exercised by the administrator or executor of
the Participant's estate.

         7.7 Nontransferability of Awards; Unfunded Plan. No Award granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will, by the laws of descent and distribution, or to
the limited extent provided in Section 8.5. All rights with respect to an Award
granted to a Participant shall be available during his or her lifetime only to
the Participant. Notwithstanding the foregoing, a Participant may transfer a
Nonqualified Stock Option either (a) to members of his or her immediate family
(as defined in Rule 16a-1 promulgated under the 1934 Act), to one or more trusts
for the benefit of such family members, or to partnerships or other entities in
which such family members are the only partners or owners, provided that the
Participant does not receive any consideration for the transfer, or (b) if such
transfer is approved by the Committee. Any Nonqualified Stock Option held by
such transferees are subject to the same terms and conditions that applied to
such Nonqualified Stock Options immediately prior to transfer based on the
transferor Participant's continuing relationship with the Company. It is
intended that the Plan be an "unfunded" plan for incentive compensation. The
Plan does not give a Participant any interest, lien or claim against any
specific asset of the Company. No Participant or beneficiary shall have any
rights under this Plan other than as a general unsecured creditor of the
Company.

         7.8 No Rights as Stockholder. Except to the limited extent provided in
Sections 6.6 and 6.7, no Participant (nor any beneficiary) shall have any of the
rights or privileges of a stockholder of the Company with respect to any Shares
issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Participant (or beneficiary).

         7.9 Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof), the Company shall have the
power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy Federal, state, and local taxes
(including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

         7.10 Withholding Arrangements. The Committee, in its sole discretion
and pursuant to such procedures as it may specify from time to time, may permit
or require a Participant to satisfy all or part of the tax withholding
obligations in connection with an Award by (a) having the Company withhold
otherwise deliverable Shares, or (b) delivering to the Company already-owned
Shares having a Fair Market Value equal to the amount required to be withheld.
The amount of the withholding requirement shall be deemed to include any amount
which the Committee determines, not to exceed the amount determined by using the
maximum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be withheld
or delivered shall be determined as of the date that the taxes are required to
be withheld.

         7.11 Deferrals. The Committee, in its sole discretion, may permit a
Participant to defer receipt of the payment of cash or the delivery of Shares
that would otherwise be delivered to a Participant under the Plan. Any such
deferral elections shall be subject to such rules and procedures as shall be
determined by the Committee in its sole discretion.

8.       Amendment, Termination, and Duration

         8.1 Amendment, Suspension, or Termination. The Board, in its sole
discretion, may amend or terminate the Plan, or any part thereof, at any time
and for any reason. However, if and to the extent required to maintain the
Plan's qualification under Rule 16b-3, any such amendment shall be subject to
stockholder approval. The amendment, suspension, or termination of the Plan
shall not, without the consent of the Participant, alter or



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impair any rights or obligations under any Award previously granted to such
Participant. No Award may be granted during any period of suspension or after
termination of the Plan.

         8.2 Duration of the Plan. The Plan shall commence on the date specified
herein, and subject to Section 9.1 (regarding the Board's right to amend or
terminate the Plan), shall remain in effect thereafter. However, without further
stockholder approval, no Incentive Stock Option may be granted under the Plan
after June 26, 2010.

9.       Legal Construction

         9.1 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

         9.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         9.3 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         9.4 Compliance with Rule 16b-3. Transactions under this Plan with
respect to Section 16 Persons are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan, Award
Agreement or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.
Notwithstanding any contrary provision of the Plan, if the Committee
specifically determines that compliance with Rule 16b-3 no longer is required,
all references in the Plan to Rule 16b-3 shall be null and void.

         9.5 Governing Law. The Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of the State of Delaware.

         9.6 Captions. Captions are provided herein for convenience only, and
shall not serve as a basis for interpretation or construction of the Plan.










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