**FINANCIAL
      MEDIA GROUP, INC.**





**2007
      EQUITY INCENTIVE PLAN**





**SECTION
      1. PURPOSES OF THE PLAN**





The
      purposes of this Plan are to (i) promote the long-term success of the
      Company; (ii) attract and retain the best available Employees, Directors
      and Consultants for the Company; (iii) motivate such individuals to strive
      for excellence in individual performance; (iv) align the financial
      interests of such individuals with long-term stockholder value; and
      (v) provide flexibility to the Company in its efforts to achieve the
      purposes set forth in (i), (ii), (iii) and (iv).




**SECTION
      2. DEFINITIONS**




As
      used
      herein, the following definitions shall apply unless a different meaning is
      plainly required by the context:




“Applicable
      Laws” means any and all laws, rules and regulations of whatever jurisdiction
      applicable to the administration of equity incentive plans, including the
      issuance and transfer of Awards and Shares, including, without limitation,
      applicable provisions of the Code, federal and state securities laws, and state
      corporate laws.




“Award”
      means any award or benefits granted under the Plan, including Incentive Stock
      Options, Nonqualified Stock Options, Restricted Stock, Stock Appreciation Rights
      (including Stand-Alone SARs and Tandem SARs), Performance Stock, Performance
      Units and other stock or cash awards described herein or otherwise granted
      under
      the Plan.




“Award
      Agreement” means the agreement or instrument evidencing the grant of an Award
      and the terms thereof executed by the Company and the Participant, including
      any
      amendments thereto. An Award Agreement may be in paper or in an electronic
      form
      and otherwise in such form as the Board may approve from time to
      time.




“Base
      Value” means the Fair Market Value of a Stand-Alone SAR on the Grant
      Date.




“Board”
      means (i) the Board of Directors of the Company, as constituted from time
      to time, or (ii) both the Board and the Committee, if a Committee has been
      appointed to administer all or a portion of the Plan in accordance with
      Section 3.1.




“Change
      in Control” means (i) the consummation of a merger or consolidation of the
      Company with or into another entity or any other corporate reorganization,
      if
      more than 50% of the combined voting power of the continuing or surviving
      entity’s securities outstanding immediately after such merger, consolidation or
      other reorganization is owned by persons who were not stockholders of the
      Company immediately before such merger, consolidation or other reorganization;
      or (ii) the sale, transfer or other disposition of all or substantially all
      of the Company’s assets. A transaction shall not constitute a Change in Control
      if its sole purpose is to change the state of the Company’s incorporation or to
      create a holding company that will be owned in substantially the same
      proportions by persons who held the Company’s securities immediately before such
      transaction or to cause the Company to become a publicly-traded
      company.




“Code”
      means the Internal Revenue Code of 1986, as amended. Reference to a specific
      section of the Code shall also include any successor provision, and any
      regulations promulgated under such section or successor provision.




“Committee”
      means a committee of the Board appointed by the Board to administer all or
      a
      portion of the Plan in accordance with Section 3.1, if any. If the Board
      appoints more than one Committee, then “Committee” shall refer to the
      appropriate Committee, as indicated by the context of the
      reference.





“Company”
      means Financial media Group, Inc., a Nevada corporation, and any Parent or
      Subsidiary, or any successors thereto.




“Consultant”
      means any person, other than an Employee or Director, engaged by the Company
      to
      render bona fide consulting or advisory services to the Company; provided such
      services are not in connection with the offer or sale of the Company’s
      securities in a capital-raising transaction or directly or indirectly with
      the
      promotion or maintenance of a market for the Company’s securities. To the extent
      the Company intends that a grant of an Award to a Consultant under this Plan
      qualify under the exemption provided in Rule 701 under the Securities Act,
      the
      Consultant must be a natural person.









“Continuous
      Service” means that the provision of services to the Company in any capacity of
      Employee, Director or Consultant is not interrupted or terminated. Continuous
      Service shall not be considered interrupted in the case of (i) any approved
      leave of absence; (ii) transfers within the Company or among the Company
      and its Parent or Subsidiaries, in any capacity of Employee, Director or
      Consultant; or (iii) any change in status as long as the individual remains
      in the service of the Company in any capacity of Employee, Director or
      Consultant (except as otherwise provided in the Award Agreement). An approved
      leave of absence shall include sick leave, military leave, or any other
      authorized personal leave. For purposes of each Incentive Stock Option granted
      under the Plan, if such leave exceeds ninety (90) days, and reemployment
      upon expiration of such leave is not guaranteed by statute or contract, then
      the
      Incentive Stock Option shall be treated as a Nonqualified Stock Option on the
      day three (3) months and one (1) day following the expiration of such
      ninety (90) day period.




“Director”
      means any individual who is a member of the Board.




“Disability”
      means that a Participant is unable to carry out the responsibilities and
      functions of the position held by the Participant by reason of any medically
      determinable physical or mental impairment for a period of not less than ninety
      (90) consecutive days. A Participant shall not be considered to have
      incurred a Disability unless he or she furnishes proof of such impairment
      sufficient to satisfy the Board in its discretion.




“Effective
      Date” means January __, 2007, the date on which the Board adopted the
      Plan.




“Employee”
      means any person, including an Officer or Director, who is in the employ of
      the
      Company, subject to the control and direction of the Company as to both the
      work
      to be performed and the manner and method of performance, whether such person
      is
      so employed at the time this Plan is adopted or becomes so employed subsequent
      to the Plan’s adoption. The payment of a Director’s fee by the Company shall not
      be sufficient to constitute “employment” by the Company.




“Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.




“Exercise
      Price” means the amount for which one (1) Share may be purchased upon
      exercise of an Option, as specified by the Board and set forth in the Award
      Agreement.




“Fair
      Market Value” means with respect to each Share the last reported sale price of
      the Company’s Shares sold on the principal national securities exchanges on
      which the Shares are at the time admitted to trading or listed, or, if there
      have been no sales on any such exchange on such day, the average of the highest
      bid and lowest ask price on such day as reported by the Nasdaq system, or any
      similar organization if the Nasdaq is no longer reporting such information,
      either (i) on the date which the notice of exercise is deemed to have been
      sent to the Company (the “Notice Date”) or (ii) over a period of five
      (5) trading days preceding the Notice Date, whichever of (i) or
      (ii) is greater. If on the date for which the current fair market value is
      to be determined, the Shares are not listed on any securities exchange or quoted
      on the Nasdaq system or the over-the-counter market, the current fair market
      value of the Shares shall be as determined by the Board in good faith or as
      required to be determined by Applicable Laws. Section 260.140.50 of Title
      10 of the California Code of Regulations requires that consideration be given
      to
      (i) the price at which securities of reasonably comparable corporations (if
      any) in the same industry are being traded, or (ii) if there are no
      securities of reasonably comparable corporations in the same industry being
      traded, the earnings history, book value and prospects of the Company in light
      of market conditions generally. The Board’s determination of Fair Market Value
      shall be conclusive and binding on all persons.




“Family
      Member” means any child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
      adoptive relationships, any person sharing a Participant’s household (other than
      a tenant or employee), a trust in which these persons have more than fifty
      percent (50%) of the beneficial interest, a foundation in which these
      persons (or the Participant) control the management of assets, and any other
      entity in which these persons (or the Participant) own more than fifty percent
      (50%) of the voting interests.




“Grant
      Date” means, with respect to an Award, the date that the Award was approved by
      the Board or a later date specified by the Board.




“Incentive
      Stock Option” means any Option intended to qualify as an incentive stock option
      within the meaning of Section 422 of the Code.




“Nonqualified
      Stock Option” means any Option not intended to qualify as an Incentive Stock
      Option.




“Officer”
      means a person who is an officer of the Company within the meaning of
      Section 16 of the Exchange Act and the rules and regulations promulgated
      thereunder.




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“Option”
      means any right granted to a Participant under the Plan allowing the Participant
      to buy a certain number of Shares at such price or prices during such period
      or
      periods as the Board shall determine.




“Outside
      Director” means a member of the Board who is not an Employee.




“Parent”
      means (i) in the case of an Incentive Stock Option, a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of the
      Code, and (ii) in the case of an Award other than an Incentive Stock
      Option, in addition to a parent corporation as defined in (i), a limited
      liability company, partnership or other entity which controls fifty percent
      (50%) or more of the voting power of the Company.




“Participant”
      means an Employee, Director, or Consultant, as more fully described in
      Section 4, who is selected by the Board to receive an Award under the Plan
      or who has an outstanding Award under the Plan. A Participant may also include
      a
      general partner or trustee of a Parent or Subsidiary organized as a partnership
      or business trust.




“Performance
      Goals” means the goal(s) determined by the Board in its discretion to be
      applicable to a Participant with respect to an Award as more fully described
      in
      Section 7.7.




“Performance
      Period” means that period established by the Board at the time of grant or at
      any time thereafter during which any Performance Goals specified by the Board
      with respect to an Award are to be measured.




“Performance
      Stock” means an Award granted to a Participant pursuant to
      Section 11.4.




“Performance
      Units” means an Award granted to a Participant pursuant to
      Section 11.4.




“Period
      of Restriction” means the period during which the transfer of Shares is limited
      in some way (based on the passage of time, the achievement of Performance Goals,
      or the occurrence of other events, or a combination thereof, as determined
      by
      the Board in its discretion), and the Shares are subject to a substantial risk
      of forfeiture.




“Plan”
      means this 2007 Equity Incentive Plan, as may be amended from time to
      time.




“Post-Termination
      Exercise Period” means the period specified in the Award Agreement of not less
      than thirty (30) days commencing on the date of termination (other than
      termination by the Company for cause) of the Participant’s Continuous Service,
      or such longer period as may be applicable upon death or
      Disability.




“Purchase
      Price” means the consideration for which one Share may be acquired under the
      Plan (other than upon exercise of an Option), as specified by the Board and
      set
      forth in the Award Agreement.




“Restricted
      Stock” means any Shares issued under the Plan to the Participant for such
      consideration, if any, and subject to such restrictions on transfer, rights
      of
      first refusal, repurchase provisions, forfeiture provisions, and other terms
      and
      conditions as established by the Board.




“Reverse
      Vesting” means (i) in the case of an Option, that an Option is or was fully
      exercisable but that, subject to a reverse vesting schedule, the Company has
      a
      right to repurchase the Shares, with the Company’s right of repurchase expiring
      in accordance with a forward vesting schedule that would otherwise have applied
      to the Option under which the Shares were acquired or in accordance with some
      other vesting schedule described in the Award Agreement; and (ii) in the
      case of an Award of Restricted Stock, Performance Stock or other Award of
      Shares, that the Company has a right to repurchase the Shares acquired pursuant
      to such an Award, with the Company’s right to repurchase expiring in accordance
      with the vesting schedule in the Award Agreement.




“Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“Share”
      means one (1) share of the Company’s common stock, with a par value of
      $0.001 per Share.




“Stand-Alone
      SAR” means a SAR that is granted independently of any Options in accordance with
      Section 11.3.




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“Stock
      Appreciation Right” or “SAR” means the right granted to a Participant under the
      Plan to receive the monetary equivalent of an increase in the Fair Market Value
      of a specified number of Shares over a specified period of time, subject to
      such
      terms and conditions as the Board may establish.




“Subsidiary”
      means (i) in the case of an Incentive Stock Option, a “subsidiary
      corporation,” whether now or hereafter existing, as defined in
      Section 424(f) of the Code, and (ii) in the case of an Award other
      than an Incentive Stock Option, in addition to a subsidiary corporation as
      defined in (i), a limited liability company, partnership or other entity in
      which the Company controls fifty percent (50%) or more of the voting power
      or equity interests.




“Tandem
      SAR” means a SAR granted in tandem with an Option, the exercise of which shall
      require forfeiture of the right to purchase a Share under the related Option
      (and when a Share is purchased under the Option, the Tandem SAR shall similarly
      be canceled). The tandem interests may be awarded simultaneously or at different
      times.




“Ten-Percent
      Stockholder” means an individual who, at the time an Award is granted, owns more
      than 10% of the total combined voting power of all classes of the outstanding
      stock of the Company or any Parent or Subsidiary. For purposes of determining
      stock ownership, the attribution rules of Section 424(d) of the Code shall
      be applied.




**SECTION
      3. ADMINISTRATION**




**3.1
      Procedure**. The Plan shall be administered by the Board. The Board may,
      in accordance with the Company’s Bylaws, appoint one or more Committees to
      administer the Plan on behalf of the Board, subject to such terms and conditions
      as the Board may prescribe; provided, however, that a Committee may not
      administer the Plan in connection with Awards granted to Officers or Directors.
      Once appointed, the Committee(s) shall continue to serve in its designated
      capacity until otherwise directed by the Board.




**3.2
      Authority of the Board**. Subject to Applicable Laws and the terms of the
      Plan, the Board shall have the authority, in its discretion, to take any action
      and to make any determination it deems necessary or advisable for the
      administration of the Plan including, without limitation:




(i)
      to
      construe and interpret the terms of the Plan and Awards granted under the Plan,
      including, without limitation, any notice of Award or Award
      Agreement;




(ii)
      to
      establish, interpret, amend and waive rules for administration of the
      Plan;




(iii)
      to
      approve forms of Award Agreements for use under the Plan;




(iv)
      to
      select the Employees, Directors and Consultants to whom Awards may be granted
      from time to time hereunder;




(v)
      to
      determine whether and to what extent Awards are granted hereunder;




(vi)
      to
      determine the number of Shares or the amount of other consideration to be
      covered by each Award granted hereunder;




(vii)
      to
      determine the terms and conditions of any Award granted hereunder (which need
      not be identical);




(viii)
      to
      amend the terms of any outstanding Award granted under the Plan, provided that
      any amendment that would adversely affect the Participant’s rights under an
      outstanding Award shall not be made without the Participant’s written
      consent;




(ix)
      to
      cancel an Award and/or to implement an exchange program in accordance with
      Section 7.10; and




(x)
      to
      take such other action, not inconsistent with the terms of the Plan, as the
      Board deems appropriate.




The
      actions of the Board taken hereunder shall be in its sole and absolute
      discretion in accordance with its judgment as to the best interests of the
      Company and its stockholders and in accordance with the purposes and terms
      of
      the Plan.




**3.3
      Effect of Board’s Decisions**. All decisions, determinations,
      interpretations and other actions of the Board shall be final and binding on
      all
      Participants and all persons deriving their rights from a
      Participant.




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**SECTION
      4. ELIGIBILITY**




**4.1
      General Rule**. Participants in the Plan may include any Employee, any
      Director (including any Outside Director), and any Consultant, including
      prospective Employees, Directors and Consultants conditioned on the beginning
      of
      their service to the Company. A Participant may also include a general partner
      or trustee of a Parent or Subsidiary organized as a partnership or business
      trust. No Employee, Director, Consultant, general partner or trustee 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 or to receive the same type
      or amount of Award as granted to any other Participant in any year. The Board
      shall consider all factors that it deems relevant in selecting Participants
      and
      in determining the type and amount of their respective Awards. A Participant
      who
      has been granted an Award may, if eligible, be granted additional
      Awards.




**4.2
      Incentive Stock Options**. Only Employees shall be eligible to receive an
      Incentive Stock Option. In the event of a Participant’s change in status from an
      Employee to an Outside Director or Consultant, the unexercised portion of that
      Participant’s Incentive Stock Options, if any, shall convert automatically to a
      Nonqualified Stock Option on the day three (3) months and one day following
      such change of status.




**SECTION
      5. STOCK SUBJECT TO THE PLAN**




**5.1
      Authorized Shares**. Shares authorized under the Plan may be authorized
      but unissued Shares or treasury Shares. Subject to the provisions of
      Section 13, the maximum aggregate number of Shares that may be issued
      pursuant to all Awards under the Plan shall not exceed 3,000,000 The number
      of
      Shares that are subject to Awards at any time under the Plan shall not exceed
      the number of Shares that then remain available for issuance under the Plan.
      Any
      dividend equivalents paid or credited under the Plan shall not be applied
      against the number of Shares available for issuance under the Plan.




**5.2
      Lapsed Awards**. If an Award or portion thereof is cancelled, forfeited,
      expires, lapses, or terminates, or otherwise becomes unexercisable for any
      reason, the undelivered Shares that were subject thereto shall, unless the
      Plan
      shall have been terminated, become available for future Awards under the Plan.
      In addition, any Shares (i) issued under the Plan that are thereafter
      reacquired by the Company pursuant to any forfeiture provision, right of
      repurchase, right of first refusal or otherwise; (ii) exchanged by a
      Participant as full or partial payment to the Company of the Exercise Price
      or
      Purchase Price, as applicable, under any Award granted under the Plan;
      (iii) retained by the Company pursuant to a Participant’s tax withholding
      election; or (iv) covered by an Award that is settled in cash shall become
      available for future Awards under the Plan.




**5.3
      Reservation of Shares**. The Company, during the term of the Plan, shall
      at all times reserve and keep available sufficient Shares to satisfy the
      requirements of the Plan.




**SECTION
      6. TYPES OF AWARDS**




The
      Plan
      permits the grant of Incentive Stock Options, Nonqualified Stock Options,
      Restricted Stock, Stock Appreciation Rights (including Stand-Alone SARs and
      Tandem SARs), Performance Stock, Performance Units and other stock or cash
      awards, all as described herein. Any and each Award shall be at the discretion
      of the Board. Any Award may be granted either alone, in addition to, or in
      tandem with other Awards granted under the Plan.




**SECTION
      7. GENERAL TERMS AND CONDITIONS OF AWARDS**




**7.1
      Award Agreement.**




(a)
      *Agreement*. Each Award shall be evidenced by an Award Agreement, which
      shall set forth the specific terms of the Award. Should there be any
      inconsistency between the terms of the Plan and the Award Agreement, the terms
      of the Plan shall prevail.




(b)
      *Terms and Conditions*. Subject to the terms of the Plan, the Board shall
      determine the provisions, terms and conditions of each Award including, but
      not
      limited to, the number of Shares underlying the Award, the vesting schedule
      (which may include Reverse Vesting and may be based on the passage of time,
      the
      achievement of Performance Goals, or the occurrence of other events, or a
      combination thereof), repurchase provisions, rights of first refusal, forfeiture
      provisions, form of payment (cash, Shares or other consideration) upon
      settlement of the Award, payment contingencies, Performance Goals, any
      Performance Period, any Period of Restriction, the term of the Award or
      expiration date, the Exercise Price, Purchase Price or Base Value, as
      applicable, and such other terms and conditions as the Board shall determine
      not
      inconsistent with the terms of the Plan or as may be required to comply with
      Applicable Laws. The terms and conditions of the various Award Agreements
      entered into under the Plan need not be identical.




**7.2
      Early Exercise**. The Award Agreement may, but need not, include a
      provision whereby the Participant may elect at any time while an Employee,
      Director or Consultant to exercise any part or all of an Award before full
      vesting of the Award. Any unvested Shares received pursuant to such exercise
      may
      be subject to a repurchase right in favor of the Company or to any other
      restriction the Board determines to be appropriate.




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**7.3
      Term of Award**. The term of each Award shall be the term stated in the
      Award Agreement; provided, however, that the term shall be no more than ten
      (10)
      years from the Grant Date. However, in the case of an Incentive Stock Option
      granted to a Ten-Percent Stockholder, the term of such Incentive Stock Option
      shall be no more than five (5) years from the Grant Date.




**7.4
      Limited Transferability of Awards.**




(a)
      *General Rule*. Except as otherwise set forth in the Plan, no Award
      granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent and
      distribution. All rights with respect to an Incentive Stock Option granted
      to a
      Participant shall be exercisable during his or her lifetime only by such
      Participant.




(b)
      *Transfers Pursuant to Domestic Relations Orders*. A Participant may, to
      the extent and in the manner authorized by the Board, transfer an Award, other
      than an Incentive Stock Option, to a Participant’s spouse, former spouse or
      dependent pursuant to a court-approved domestic relations order that relates
      to
      the provision of child support, alimony payments or marital property
      rights.




(c)
      *Transfers to Family Members*. A Participant may, to the extent and in
      the manner authorized by the Board, transfer an Award, other than an Incentive
      Stock Option, by bona fide gift and not for any consideration, to a Family
      Member.




(d)
      *Disability*. In the event of the Disability of a Participant, an Award
      may be exercised pursuant to its terms by the personal representative of the
      Participant.




(e)
      *Beneficiary Designations*. If permitted by the Board, 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 Board. 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 or the person or persons to whom the deceased Participant’s
      rights under the Award shall pass by will or the laws of descent and
      distribution.




(f)
      *Restricted Stock*. Shares of Restricted Stock granted under the Plan
      shall become freely transferable by the Participant after the last day of the
      applicable Period of Restriction, subject to any applicable federal and state
      securities laws governing the transfer of such Shares.




**7.5
      Limitation on Award Amounts under Rule 701**. To the extent the Company
      intends to rely on the exemption available under Rule 701 of the Securities
      Act
      and/or Section 25102(o) of the California Corporate Securities Law of 1968,
      as amended, for offers and sales of securities under the Plan, the aggregate
      sales price or amount of securities sold in reliance on such exemption during
      any consecutive 12 month period may not exceed the greater of:




(i)
      $1,000,000;




(ii)
      15%
      of the Company’s total assets as of the Company’s most recent annual balance
      sheet date (if no older than its last fiscal year end); or




(iii)
      15%
      of the outstanding amount of Shares, as of the Company’s most recent annual
      balance sheet date (if no older than its last fiscal year end).




For
      purposes of this limitation, the rules for calculating prices and amounts set
      forth in Rule 701 of the Securities Act shall apply. With respect to Options,
      Options must be valued on their Grant Date (without regard to when the Option
      becomes exercisable) based on the Exercise Price of the Option.




**7.6
      Limitations on Repurchase Rights**. If the terms of an Award Agreement
      give the Company the right to repurchase Shares upon termination of a
      Participant’s Continuous Service, the Award Agreement shall provide
      that:




(i)
      the
      right to repurchase must be exercised, if at all, within ninety (90) days
      of the termination of the Participant’s Continuous Service (or in the case of
      Shares issued upon exercise of Options after the date of termination of the
      Participant’s Continuous Service, within ninety (90) days after the date of
      the exercise of such Options);





(ii)
      the
      consideration payable for the Shares upon exercise of such repurchase right
      shall be made in cash or by cancellation of purchase money indebtedness within
      the ninety (90) day periods specified in (i); and





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(iii)
      the
      amount of such consideration shall not be less than (A) the Fair Market
      Value of the Shares to be repurchased on the date of termination of the
      Participant’s Continuous Service, provided that the right to repurchase at Fair
      Market Value lapses if and when the Shares become publicly traded, or
      (B) the original Purchase Price or Exercise Price, provided that the right
      to repurchase at the original Purchase Price or Exercise Price lapses at the
      rate of at least twenty percent (20%) of the Shares per year over five
      (5) years from the Grant Date.





In
      addition to the foregoing restrictions, Awards to an Officer, Director or
      Consultant may be subject to additional or greater restrictions.




**7.7
      Performance Goals**. Awards under the Plan may be made subject to the
      attainment of certain Performance Goals. As determined by the Board, the
      Performance Goals applicable to an Award may provide for a targeted level or
      levels of achievement using one or more of the following measures: cash flow;
      cost; ratio of debt to debt plus equity; profit before tax; economic profit;
      earnings before interest and taxes; earnings before interest, taxes,
      depreciation and amortization; earnings per share; operating earnings; economic
      value added; ratio of operating earnings to capital spending; free cash flow,
      net profit, net sales; sales growth; return on net assets, equity or
      stockholders’ equity; Fair Market Value; market share; total return to
      stockholders; or such other criteria established by the Board. These measures
      may be used to measure the performance of the Company as a whole or any business
      unit of the Company and may be measured relative to a peer group or index.
      Performance Goals may differ from Participant to Participant and from Award
      to
      Award. The Board shall determine the method of calculation of any Performance
      Goals and whether any significant element(s) shall be included or excluded
      from
      the calculation of any Performance Goals.




**7.8
      Deferrals**. The Board may establish one or more programs under the Plan
      to permit selected Participants the opportunity to elect to defer receipt of
      consideration upon exercise of an Award, satisfaction of Performance Goals,
      or
      other event that absent the election would entitle the Participant to payment
      or
      receipt of Shares or other consideration under an Award (but only to the extent
      that such deferral programs would not result in an accounting compensation
      charge unless otherwise determined by the Board). The Board may establish the
      election procedures, the timing of such elections, the mechanisms for payments
      of, and accrual of interest or other earnings, if any, on amounts, Shares or
      other consideration so deferred, and such other terms, conditions, rules and
      procedures that the Board deems advisable for the administration of any such
      deferral program.




**7.9
      Separate Programs**. The Board may establish one or more separate
      programs under the Plan for the purpose of issuing particular forms of Awards
      to
      one or more classes of Participants on such terms and conditions as determined
      by the Board from time to time.




**7.10
      Exchange Programs/Modification of Awards**. The Board shall have the
      authority, at any time and from time to time, to modify or amend any or all
      outstanding Awards granted under the Plan, or to cancel any or all such
      outstanding Awards and grant in substitution new Awards, to effect a change
      in,
      among others, (a) the number of Shares underlying the Award, (b) the type
      of Award, (c) the Exercise Price, Purchase Price or Base Value of the
      Award, (d) the term of the Award, or (e) a combination thereof. The Board
      shall also have the authority, at any time and from time to time, to effect
      a
      cancellation or surrender of any or all outstanding Awards in exchange for
      cash
      or to modify or waive any restriction or forfeiture provisions, any vesting
      conditions or any Performance Goals applicable to an Award. Such exchange for
      cash, modification or waiver may be in combination with any of the foregoing
      changes to an Award. Notwithstanding the foregoing, no amendment, modification
      or cancellation of an outstanding Award granted under the Plan shall, without
      the consent of the affected Participant, impair such Participant’s rights or
      increase such Participant’s obligations under such Award.





In
      the
      case of any amendment or modification of an Incentive Stock Option that gives
      the Participant additional benefits, the Exercise Price of such Option shall
      be
      amended to reflect one hundred percent (100%) (one hundred ten percent
      (110%) for a Ten-Percent Stockholder) of the Fair Market Value on the date
      of such amendment or modification. Otherwise, such Option shall be treated
      as a
      Nonqualified Stock Option. Notwithstanding the foregoing, an acceleration of
      the
      time of exercisability of an Incentive Stock Option shall not be considered
      an
      amendment or modification of such Option. Any modification of the terms of
      an
      Award shall be subject to the terms of the Plan.





**SECTION
      8. AWARD PRICE, CONSIDERATION AND WITHHOLDING**





**8.1
      Exercise or Purchase Price**. The Exercise Price or Purchase Price, if
      any, for an Award shall be as follows:





(a)
      *Incentive Stock Options*. The Exercise Price of an Incentive Stock
      Option granted under the Plan shall not be less than one hundred percent
      (100%) of the Fair Market Value on the Grant Date. Notwithstanding the
      foregoing, if an Incentive Stock Option is granted to a Ten-Percent Stockholder,
      the Exercise Price shall not be less than one hundred ten percent (110%) of
      the Fair Market Value on the Grant Date. In no event shall the Exercise Price
      be
      less than the par value of the Shares underlying the Option if such is required
      under Applicable Laws. If the grant of an Incentive Stock Option is subject
      to a
      contingency, the Grant Date shall be the date any such contingency is satisfied
      or otherwise removed. In such case, the Exercise Price shall not be less than
      one hundred percent (100%) (one hundred ten percent (110%) for a
      Ten-Percent Shareholder) of the Fair Market Value on such date.





(b)
      *Nonqualified Stock Options*. The Exercise Price of a Nonqualified Stock
      Option granted under the Plan shall not be less than eighty five percent
      (85%) of the Fair Market Value on the Grant Date. Notwithstanding the
      foregoing, if a Nonqualified Stock Option is granted to a Ten-Percent
      Stockholder, the Exercise Price shall not be less than one hundred ten percent
      (110%) of the Fair Market Value on the Grant Date.





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(c)
      *Sale of Shares*. In the case of the sale of Shares, the Purchase Price
      shall not be less than eighty five percent (85%) of the Fair Market Value
      on the Grant Date or at the time the purchase is consummated, except that the
      Purchase Price shall not be less than one hundred percent (100%) of the
      Fair Market Value if the Award is granted to a Ten-Percent
      Stockholder.




(d)
      *Other Awards*. In the case of other Awards, the price or value shall be
      as determined by the Board and set forth in the applicable Award
      Agreement.




**8.2
      Consideration**. Subject to Applicable Laws, the consideration, if any,
      to be paid for the Shares to be issued upon exercise or purchase of an Award,
      including the method of payment, shall be determined by the Board (and, in
      the
      case of an Incentive Stock Option, shall be determined at the time of grant).
      In
      addition to any other types of consideration the Board may determine, unless
      otherwise set forth in the Award Agreement, the Board is authorized to accept
      as
      consideration for Shares issued under the Plan the following (provided that
      the
      portion of the consideration equal to the par value of the Shares must be paid
      in cash or other legal consideration permitted by the applicable state corporate
      law):




(i)
      cash
      or its equivalent, including check or wire transfer;




(ii)
      cancellation of any debt owed by the Company to the Participant including,
      without limitation, the waiver or reduction of compensation due or accrued
      for
      services previously rendered to the Company;




(iii)
      one
      or more promissory notes with such recourse, interest, security, redemption
      provisions and other terms as required by the Board and Applicable Laws (but
      only to the extent that the terms of the note would not result in an accounting
      compensation charge with respect to the use of such promissory note to pay
      the
      price due unless otherwise determined by the Board);




(iv)
      payment through a cashless exercise procedure pursuant to which the Company
      delivers a net amount or number of Shares to the Participant; or




(v)
      a
      combination of any of the foregoing.




Unless
      otherwise permitted by the Board, all payments under the methods listed above
      shall be paid in United States dollars.




**8.3
      Withholding.**




(a)
      *Requirements*. Before the delivery of any Shares or cash pursuant to an
      Award (or exercise thereof), the Company shall be entitled to deduct or
      withhold, or require a Participant to remit to the Company, an amount sufficient
      to satisfy any federal, state and local taxes required to be paid or withheld
      with respect to such Award (or exercise thereof).




(b)
      *Withholding Arrangements*. The Board, in its sole discretion and
      pursuant to such procedures as it may specify from time to time, may permit
      a
      Participant to satisfy any tax withholding obligations, in whole or in part,
      by
      (i) electing to have the Company withhold otherwise deliverable Shares, or
      (ii) delivering to the Company already-owned Shares having a Fair Market
      Value equal to the amount required to be withheld.




**SECTION
      9. EXERCISE OF AN AWARD**




**9.1
      Procedure for Exercise; Rights as a Shareholder.**




(a)
      *General Requirements*. Any Award granted under the Plan shall be
      exercisable at such times and under such conditions as determined by the Board
      under the terms of the Plan and specified in the Award Agreement. An Award
      may
      not be exercised for a fraction of a Share. In lieu of the issuance of a
      fraction of a Share, the Shares issuable pursuant to an exercise shall be
      rounded to the next lower whole Share. Exercise of an Award in any manner and
      delivery of the Shares subject to such Award shall result in a decrease in
      the
      number of Shares which thereafter may be available, both for purposes of the
      Plan and the Award, by the number of Shares as to which the Award is exercised.
      An Award shall be deemed to be exercised when written notice of such exercise
      has been given to the Company in accordance with the terms of the Award
      Agreement by the person entitled to exercise the Award and full payment of
      the
      Shares with respect to which the Award is exercised.




(b)
      *Options*. Notwithstanding the foregoing, any Option granted under the
      Plan to an Employee, other than an Officer or Director, shall become exercisable
      (vest) at the rate of at least twenty percent (20%) per year over five
      (5) years from the Grant Date, subject to reasonable conditions such as
      Continuous Service. In the case of any Options granted to Officers, Directors,
      or Consultants of the Company, the Award Agreement may provide that the Option
      may become exercisable, subject to reasonable conditions such as Continuous
      Service, at any time or during any period established by the Board. If so
      provided in the Award Agreement, an Option may be exercisable subject to the
      application of Reverse Vesting with respect to the Shares.




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          8
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(c)
      *No Rights as Stockholder*. Except as otherwise specifically set forth
      herein, no Participant (nor any beneficiary) shall have any of the rights or
      privileges of a stockholder of the Company, including voting and dividend
      rights, 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 books of the Company or of a duly authorized transfer
      agent of the Company, and delivered to the Participant (or beneficiary). No
      adjustment will be made for a dividend or other right for which the record
      date
      is prior to the date the share certificate is issued, except as otherwise
      provided herein.




**9.2
      Exercise Following Termination of Continuous Service.**




(a)
      *General Requirements*. In the event of termination of a Participant’s
      Continuous Service for any reason other than Disability or death, such
      Participant may, but only during the Post-Termination Exercise Period (but
      in no
      event later than the expiration date of the term of such Award as set forth
      in
      the Award Agreement), exercise the portion of the Participant’s Award that was
      vested at the date of such termination or such other portion of the
      Participant’s Award as may be determined by the Board. Each Participant’s Award
      Agreement shall set forth the extent to which the Participant shall have the
      right to exercise an Award following a termination of Continuous Service. Such
      provisions need not be uniform among all Awards issued under the Plan, and
      may
      reflect distinctions based on the reasons for termination. To the extent that
      the Participant’s Award was unvested at the date of termination, or if the
      Participant does not exercise the vested portion of the Participant’s Award
      within the Post-Termination Exercise Period, the Award shall
      terminate.






(b)
      *Termination for Cause*. Unless otherwise determined by the Board, each
      Award Agreement shall provide that upon termination of a Participant’s
      Continuous Service for cause, the Participant’s right to exercise the Award
      shall terminate concurrently with the termination of the Participant’s
      Continuous Service.




(c)
      *Termination Other Than For Cause, Disability or Death*. Unless otherwise
      determined by the Board, each Award Agreement shall provide that upon
      termination of a Participant’s Continuous Service other than for cause,
      Disability or death, the Post-Termination Exercise Period shall not exceed
      six
      (6) months (three (3) months in the case of an Incentive Stock
      Option).




(d)
      *Disability of Participant*. In the event of termination of a
      Participant’s Continuous Service as a result of his or her Disability, such
      Participant may, but only during the applicable Post-Termination Exercise Period
      (but in no event later than the expiration date of the term of such Award as
      set
      forth in the Award Agreement), exercise the portion of the Participant’s Award
      that was vested at the date of such termination; provided, however, that if
      such
      Disability is not a “disability” as such term is defined in
      Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such
      Incentive Stock Option shall automatically convert to a Nonqualified Stock
      Option on the day three (3) months and one (1) day following such
      termination. The Post-Termination Exercise Period in the event of termination
      of
      Continuous Service due to Disability shall be at least six (6) months from
      the date of such termination and, in the case of an Incentive Stock Option,
      no
      more than twelve (12) months. Unless otherwise determined by the Board,
      each Award Agreement shall provide that the Post-Termination Exercise Period
      in
      the event of termination of Continuous Service due to Disability shall be twelve
      (12) months from the date of such termination.




(e)
      *Death of Participant*. In the event of termination of a Participant’s
      Continuous Service as a result of his or her death, or in the event of the
      death
      of the Participant during the Post-Termination Exercise Period, the
      Participant’s estate or a person who acquired the right to exercise the Award by
      bequest or inheritance may exercise the portion of the Participant’s Award that
      was vested at the date of such termination, within such period from the date
      of
      death as may be determined by the Board (but in no event later than the
      expiration of the term of such Award as set forth in the Award Agreement).
      Unless the Board determines otherwise, each Award Agreement shall provide that
      such period after death during which an Award may be exercised shall be twelve
      (12) months.





**SECTION
      10. CONDITIONS UPON ISSUANCE OF SHARES**




**10.1
      Compliance with Applicable Laws**. Shares shall not be issued pursuant to
      the exercise of an Award unless the exercise of such Award and the issuance
      and
      delivery of such Shares pursuant thereto shall comply with all relevant
      provisions of Applicable Laws, and shall be further subject to the approval
      of
      counsel for the Company with respect to such compliance. As a condition to
      the
      exercise of an Award, the Company may require the person exercising the Award
      to
      represent and warrant at the time of any such exercise that the Shares are
      being
      purchased only for investment and without any present intention to sell or
      distribute such Shares or to make such other representations and warranties,
      in
      the opinion of counsel for the Company, as are required to comply with
      Applicable Laws. The inability of the Company to obtain authority from any
      regulatory body having jurisdiction, which authority is deemed by the Company’s
      counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
      shall relieve the Company of any liability in respect of the failure to issue
      or
      sell such Shares as to which such requisite authority shall not have been
      obtained.




**10.2
      Restrictions on Shares**. The Board may impose restrictions on any Shares
      acquired pursuant to the exercise of an Award including, but not limited to,
      restrictions on transfer related to applicable federal and state securities
      laws, rights of first refusal, and repurchase rights, and may cause restrictive
      legends to be placed on certificates representing such Shares.




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          9
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**SECTION
      11. SPECIAL PROVISIONS RELATING TO CERTAIN TYPES OF AWARDS**




**11.1
      Options**. Subject to the terms of the Plan, the Board at any time and
      from time to time may grant Options, including both Incentive Stock Options
      and
      Nonqualified Stock Options, to Participants in such number as the Board shall
      determine. In addition to the other terms set forth in this Plan, the following
      additional terms shall apply to the grant of Options.




(a)
      *Award Agreement*. In addition to the other terms of an Option granted
      under the Plan, each Award Agreement with respect to a grant of an Option shall
      specify whether the Option is intended to be an Incentive Stock Option or a
      Nonqualified Stock Option.




(b)
      *$100,000 Per Year Limit*. Notwithstanding that an Option is designated
      as an Incentive Stock Option, to the extent that the aggregate Fair Market
      Value
      of Shares subject to Options designated as Incentive Stock Options that become
      exercisable for the first time held by a Participant during any calendar year
      exceeds $100,000, such excess Options, to the extent of the Shares covered
      thereby in excess of the foregoing limitation, shall be treated as Nonqualified
      Stock Options. For this purpose, the value of the Shares shall be the Fair
      Market Value as of the Grant Date. All Options designated as Incentive Stock
      Options that become exercisable in the same year shall be counted, even if
      they
      were granted at different times and under different plans. If the limit is
      exceeded, the most recently granted Options designated as Incentive Stock
      Options shall be disqualified first and be treated as Nonqualified Stock
      Options. An Option may be treated in part as an Incentive Stock Option and
      in
      part as a Nonqualified Stock Option.




**11.2
      Restricted Stock**. Subject to the terms of the Plan, the Board at any
      time and from time to time may grant or sell Shares of Restricted Stock to
      Participants in such amounts as the Board shall determine. In addition to the
      other terms set forth in this Plan, the following additional terms shall apply
      to the grant or sale of Restricted Stock.




(a)
      *Removal of Restrictions*. All restrictions shall expire at such times as
      the Board shall specify and the Board may, in its discretion, accelerate the
      time at which any restrictions shall lapse or be removed. To the extent deemed
      appropriate by the Board, the Company may retain the certificates representing
      Shares of Restricted Stock in the Company’s possession until the end of the
      Period of Restriction. After the end of the Period of Restriction, the
      Participant shall be entitled to have any restrictive legends that were placed
      on the certificates representing such Shares removed.






(b)
      *Forfeiture*. Notwithstanding the provisions set forth in
      Section 9.2, unless the Board determines otherwise, each Award Agreement
      with respect to the grant of Restricted Stock shall provide for the forfeiture
      of any non-vested Shares underlying the Award in the event of the termination
      of
      the Participant’s Continuous Service during the Period of Restriction, other
      than due to death or Disability, or the failure of the Participant to attain
      Performance Goals, if any, during the Performance Period, as well as any other
      conditions determined by the Board at the time of grant. In the event of the
      termination of the Participant’s Continuous Service due to death or Disability,
      the Shares shall become fully vested unless otherwise determined by the Board.
      To the extent the Participant purchased the Shares granted under the Award
      and
      any such Shares remain non-vested at the time of forfeiture, the forfeiture
      shall cause an immediate sale of such non-vested Shares to the Company at the
      original Purchase Price paid to the Company by the Participant. On the date
      of
      forfeiture, the Restricted Stock shall revert to the Company, subject to the
      preceding purchase requirement, and again become available for grant under
      the
      Plan.




(c)
      *Voting Rights*. Participants granted Shares of Restricted Stock shall be
      granted the right to exercise full voting rights with respect to those Shares
      during the Period of Restriction unless otherwise determined by the Board and
      set forth in the Award Agreement.




(d)
      *Dividends and Other Distributions*. During the Period of Restriction,
      Participants granted Shares of Restricted Stock may 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 as the Shares
      of
      Restricted Stock with respect to which they were paid. If any such dividends
      or
      distributions are paid in cash, a Participant may be required to repay such
      dividends or distributions to the Company if the Shares of Restricted Stock
      with
      respect to which they were paid are ultimately forfeited.




**11.3
      Stock Appreciation Rights (SARs)**. Subject to the terms of the Plan, the
      Board at any time and from time to time may grant Stock Appreciation Rights,
      including both Stand-Alone SARs and Tandem SARs, to Participants in such number
      as the Board shall determine. In addition to the other terms set forth in this
      Plan, the following additional terms shall apply to the grant of
      SARs.




(a)
      *Award Agreement*. In addition to the other terms of a SAR granted under
      the Plan, each Award Agreement with respect to a grant of a SAR shall specify
      the method or formula to be used to determine the Fair Market Value of Shares
      from time to time, and the form of payment by the Company upon exercise of
      a SAR
      (cash, Shares or a combination thereof).




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          10
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(b)
      *Exercise of Tandem SARS*. The Board may grant a Participant a Tandem SAR
      that allows the Participant to elect between the exercise of the underlying
      Option or the surrender of the Option (or a portion thereof) in exchange for
      a
      payment from the Company in an amount equal to the excess of (A) the Fair
      Market Value (on the Option surrender date) of the number of Shares in which
      the
      Participant is at the time vested under the surrendered Option (or surrendered
      portion thereof) over (B) the aggregate Exercise Price payable for such
      vested Shares. Such payment may be in cash, in Shares of equivalent value,
      or a
      combination thereof unless otherwise specified in the Award Agreement. Any
      Options granted in connection with a Tandem SAR shall be subject to the
      provisions of the Plan applicable to the grant of Options.




(c)
      *Exercise of Stand-Alone SARs*. The Board may grant a Participant a
      Stand-Alone SAR not tied to any underlying Option. The Stand-Alone SAR shall
      cover a specified number of Shares and shall be exercisable upon such terms
      and
      conditions as the Board shall establish. Upon exercise of the Stand-Alone SAR,
      the Participant shall be entitled to receive payment from the Company in an
      amount equal to the excess of (A) the aggregate Fair Market Value (on the
      exercise date) of the Shares underlying the exercised right over (B) the
      aggregate Base Value. Such payment may be in cash, in Shares of equivalent
      value, or a combination thereof unless otherwise specified in the Award
      Agreement.




**11.4
      Performance Stock/Units**. Subject to the terms of the Plan, the Board at
      any time and from time to time may grant Performance Stock and Performance
      Units
      to Participants in such amount as the Board shall determine. In addition to
      the
      other terms set forth in this Plan, the following additional terms shall apply
      to the grant of Performance Stock and Performance Units.




(a)
      *Award Agreement*. In addition to the other terms of Performance Stock
      and Performance Units granted under the Plan, each Award Agreement with respect
      to a grant of Performance Stock or Performance Units shall specify the
      Performance Goals, the Performance Period, and the value of the Shares or
      unit.




(b)
      *Value of Performance Stock/Units*. Each Performance Unit shall have an
      initial value that is established by the Board at the time of grant. Each Share
      of Performance Stock shall have an initial value equal to the Fair Market Value
      of a Share on the Grant Date. The Board shall set Performance Goals in its
      discretion that, depending on the extent to which they are met, will determine
      the number and/or value of Performance Stock/Units that will be paid out to
      the
      Participant.





(c)
      *Earning of Performance Stock/Units*. Subject to the terms of the Plan,
      after the end of the applicable Performance Period, the Participant shall be
      entitled to receive payout on the number and value of Performance Stock/Units
      earned by the Participant over the Performance Period, to be determined as
      a
      function of the extent to which the corresponding Performance Goals have been
      achieved. Notwithstanding satisfaction of any Performance Goals, the number
      of
      Shares or the amount to be paid pursuant to an Award of Performance Stock/Units
      may be adjusted by the Board on the basis of such further consideration as
      the
      Board in its sole discretion shall determine.





(d)
      *Form and Timing of Payment*. Payment of earned Performance Stock/Units
      shall be made in a single lump sum or such other form designated by the Board
      following the close of the applicable Performance Period. Subject to the terms
      of the Plan, the Board may, in its discretion, pay earned Performance
      Stock/Units in the form of cash or in Shares with an aggregate Fair Market
      Value
      equal to the value of the earned Performance Stock/Units at the close of the
      applicable Performance Period, or a combination thereof. Such Shares may be
      granted subject to any restrictions deemed appropriate by the
      Board.





(e)
      *Dividends and Voting Rights*. At the discretion of the Board,
      Participants may be entitled to receive any dividends declared with respect
      to
      Shares that have been earned in connection with grants of Performance Stock
      but
      not yet distributed. Such dividends may be subject to the same restrictions
      as
      set forth in Section 11.2(d). In addition, Participants may, at the
      discretion of the Board, be entitled to exercise voting rights with respect
      to
      such earned Shares.





(f)
      *Forfeiture*. Unless the Board determines otherwise, the Award Agreement
      shall provide for the forfeiture of all Performance Stock/Units in the event
      of
      the termination of the Participant’s Continuous Service during the Performance
      Period.




**SECTION
      12. OTHER STOCK OR CASH AWARDS**





In
      addition to the Awards described elsewhere herein, the Board may grant other
      incentives payable in cash or in Shares under the Plan as it determines to
      be in
      the best interests of the Company and subject to such other terms and conditions
      as it deems appropriate.





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          11
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**SECTION
      13. ADJUSTMENTS TO SHARES SUBJECT TO THE PLAN**





**13.1
      Adjustments Upon Changes in Capitalization**. Subject to any required
      action by stockholders of the Company, the number of Shares covered by each
      outstanding Award, and the number of Shares that have been authorized for
      issuance under the Plan but as to which no Awards have yet been granted or
      which
      have been returned to the Plan pursuant to Section 5.2, the Exercise Price,
      Purchase Price or Base Value of each outstanding Award, as well as any other
      terms that the Board determines require adjustment, shall be proportionately
      adjusted for (i) any increase or decrease in the number of issued Shares
      resulting from a stock split, reverse stock split, stock dividend, combination
      or reclassification of Shares, or similar transaction affecting the Shares;
      (ii) any other increase or decrease in the number of issued Shares effected
      without receipt of consideration by the Company; or (iii) as the Board may
      determine in its discretion, any other transaction with respect to Shares
      including a corporate merger, consolidation, acquisition of property or stock,
      separation (including a spin-off or other distribution of stock or property),
      reorganization, liquidation (whether partial or complete) or any similar
      transaction; provided, however, that conversion of any convertible securities
      of
      the Company shall not be deemed to have been “effected without receipt of
      consideration.” Such adjustment shall be made by the Board and its determination
      shall be final, binding and conclusive. Except as the Board determines, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no adjustment
      by reason thereof shall be made with respect to, the number or price of Shares
      subject to an Award. Notwithstanding the foregoing, the number of Shares subject
      to any Award shall always be a whole number.




**13.2
      Dissolution or Liquidation**. In the event of a proposed dissolution or
      liquidation of the Company, each outstanding Award will terminate immediately
      before the consummation of such proposed action, unless otherwise provided
      by
      the Board. The Board may, in its discretion, declare that an Award shall
      terminate as of a date fixed by the Board and give each Participant the right
      to
      exercise his or her Award as to all or any part of the Shares subject to an
      Award, including Shares as to which the Award would not otherwise be
      exercisable.





**13.3
      Substitution and Assumption of Benefits**. Without affecting the number
      of Shares reserved, subject to or available under the Plan, the Board may
      authorize the issuance of Awards under the Plan in settlement, assumption or
      substitution for outstanding awards or obligations to grant future awards in
      connection with the Company acquiring another entity or an interest in another
      entity whether by merger, stock purchase, asset purchase or other form of
      transaction, upon such terms and conditions as the Board may deem appropriate.
      The Exercise Price and Purchase Price of Awards granted hereunder may be less
      than as required pursuant to Section 8.1 and shall be determined in
      accordance with the provisions of the relevant instrument evidencing the
      agreement to issue such Award. Specifically, substitute Incentive Stock Options
      may be granted with an Exercise Price less than that otherwise required by
      Section 8.1 to the extent necessary to maintain the qualification of such
      Option as an Incentive Stock Option in accordance with applicable provisions
      under the Code.





In
      the
      event of any merger, consolidation or reorganization of the Company with or
      into
      another corporation (other than a Change in Control) that results in the
      outstanding Shares being converted into or exchanged for different securities,
      cash or other property, or any combination thereof, there shall be substituted,
      on an equitable basis as determined by the Board in its discretion, for each
      Share then subject to an Award granted under the Plan, the number and kind
      of
      shares of stock, other securities, cash or other property to which holders
      of
      the Company’s common stock will be entitled pursuant to the
      transaction.





**13.4
      Change in Control.**





(a)
      *Options and SARs*.





(i)
      In
      the event of a Change in Control, each outstanding Option and SAR may be assumed
      or an equivalent option or right substituted by the successor corporation or
      a
      parent or subsidiary of such successor corporation.





(ii)
      In
      the event that the successor corporation does not assume or substitute for
      the
      Option or SAR, then the Options or SAR held by a Participant shall become fully
      exercisable. If an Option or SAR becomes fully vested and exercisable in lieu
      of
      assumption or substitution in the event of a Change in Control, the Company
      shall notify the Participant in writing or electronically that the Option or
      SAR
      shall be fully vested and exercisable (subject to the consummation of the Change
      in Control) for a period of fifteen (15) days from the date of such notice,
      and the Option or SAR shall terminate upon the expiration of such
      period.





(iii)
      For
      the purpose of this Section 13.4(a), the Option or SAR shall be considered
      assumed if, following the Change in Control, the option or right confers the
      right to purchase or receive, for each Share subject to the Option or SAR
      immediately before the Change in Control, the consideration (whether stock,
      cash, or other securities or property) received in the Change in Control by
      holders of Shares for each Share held on the effective date of the transaction
      (and if holders were offered a choice of consideration, the type of
      consideration chosen by the holders of a majority of the outstanding Shares);
      provided, however, that if such consideration received in the Change in Control
      is not solely common stock of the successor corporation or its parent, the
      Board
      may, with the consent of the successor corporation, provide for the
      consideration to be received upon the exercise of the Option or SAR, for each
      Share subject to the Option or SAR, to be solely common stock of the successor
      corporation or its parent equal in fair market value to the per share
      consideration received by holders of Shares in the Change in Control, as
      determined on the date of the Change in Control.




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(iv)
      With
      respect to Options and SARs that are assumed or substituted for, if within
      eighteen (18) months following the Change in Control the Participant is
      involuntarily terminated by the successor corporation or one of its affiliates
      for a reason other than cause, then the Options and SARs held by such
      Participant shall become fully exercisable unless otherwise specified in the
      Award Agreement or the Participant’s employment agreement, if any.





(b)
      *Restricted Stock*.





(i)
      In
      the event of a Change in Control, any Company repurchase or reacquisition right
      with respect to outstanding Shares of Restricted Stock held by a Participant
      may
      be assigned to the successor corporation. In the event that such rights are
      not
      assigned to the successor corporation, such Company repurchase or reacquisition
      rights will lapse and the Participant will become fully vested in such Shares
      of
      Restricted Stock immediately before the Change in Control.




(ii)
      If
      the Company repurchase or reacquisition right with respect to a Share of
      Restricted Stock is assigned to the successor corporation and, within eighteen
      (18) months following the Change in Control, the Participant is
      involuntarily terminated by the successor corporation or one of its affiliates
      for a reason other than cause, then such Participant’s Shares of Restricted
      Stock (or the property for which the Restricted Stock was converted upon the
      Change in Control) will immediately have any Company repurchase or reacquisition
      right lapse and the Participant will become fully vested in such Shares of
      Restricted Stock (or the property for which the Restricted Stock was converted
      upon the Change in Control), unless otherwise specified in the Award Agreement
      or the Participant’s employment agreement, if any.




(c)
      *Performance Stock and Performance Units*. In the event of a Change in
      Control, the Board, in its discretion, may provide for any one or more of the
      following with respect to the Performance Stock/Units: (i) any outstanding
      Performance Stock/Units shall be assumed by the successor corporation or a
      parent or subsidiary of the successor corporation; (ii) any outstanding
      Performance Stock/Units shall be terminated immediately before the Change in
      Control; or (iii) with respect to a Change in Control that occurs before the
      termination of a Participant’s Continuous Service, one hundred percent (100%) of
      any outstanding Performance Stock/Units shall be deemed to be earned and shall
      be immediately payable to the Participant. In the event any outstanding
      Performance Stock/Units are assumed, the successor corporation shall have the
      ability to reasonably and equitably adjust the Performance Goals.





**SECTION
      14. TERM, AMENDMENT, WAIVER AND TERMINATION**





**14.1
      Term**. Subject to Section 15.3, the Plan shall become effective as
      of the Effective Date and shall remain in effect until (i) all Shares
      subject to the Plan have been purchased or acquired according to the terms
      of
      the Plan; (ii) the Plan is terminated by the Board; or (iii) January __,
      2017, whichever is earlier. Notwithstanding the foregoing, the terms and
      conditions applicable to an Award granted before the termination of the Plan
      may
      thereafter be amended or modified by mutual agreement between the Company and
      the Participant, or such other person as may then have an interest
      therein.





**14.2
      Amendment and Termination**. The Board, in its sole discretion, may
      amend, suspend or terminate the Plan, or any part thereof, at any time and
      for
      any reason. To the extent necessary to comply with Applicable Laws, the Company
      shall obtain stockholder approval of any Plan amendment in such a manner and
      to
      such a degree as required.





**14.3
      Effect of Amendment or Termination**. Any amendment, suspension or
      termination of the Plan shall not alter or impair any rights or obligations
      under any Award granted before any such amendment, suspension or termination
      and
      any such Award shall remain in full force and effect as if the Plan had not
      been
      amended, suspended or terminated, unless mutually agreed otherwise in writing
      by
      the Participant and the Company and approved by the Board. No Awards may be
      granted during any period of suspension or after termination of the
      Plan.





**14.4
      Waiver**. Certain limitations and requirements set forth in this Plan are
      included for the purpose of complying with certain exemptions under applicable
      federal and state securities laws, including Rule 701 under the Securities
      Act
      and Section 25102(o) of the California Corporate Securities Law of 1968, as
      amended. The Board may, in its discretion, modify or waive any one or more
      of
      such limitations or requirements if the Board, upon advice of counsel,
      determines that such limitations or requirements are no longer applicable or
      are
      otherwise not necessary for compliance with Applicable Laws with respect to
      an
      Award granted hereunder.





**SECTION
      15. MISCELLANEOUS**





**15.1
      Governing Law**. The Plan, the Award Agreements and all other agreements
      entered into under the Plan, and all actions taken in connection with the Plan
      or such agreements, shall be governed by and construed in accordance with the
      substantive laws, but not the choice of law rules, of the State of
      Delaware.





**15.2
      Severability**. If 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.





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**15.3
      Stockholder Approval**. The Plan was adopted by the Board on the
      Effective Date, subject to stockholder approval. Such stockholder approval
      shall
      be obtained in the degree and manner required under Applicable Laws. Any Award
      granted or exercised before the necessary stockholder approval is obtained
      shall
      be rescinded if stockholder approval is not obtained within the time prescribed,
      and Shares issued upon the grant or exercise of any such Award shall not be
      counted in determining whether stockholder approval is obtained.




**15.4
      No Employment/Service Rights**. No action of the Company in establishing
      the Plan, no action taken under the Plan by the Board and no provision of the
      Plan itself or of any Award Agreement shall be construed to confer upon any
      person any right with respect to such person’s continuous employment or service
      to the Company, nor shall it interfere in any way with such person’s right or
      the right of the Company to terminate such person’s employment or service at any
      time, with or without cause, and with or without notice.





**15.5
      Captions**. Captions are provided herein for convenience only, and shall
      not serve as a basis for interpretation or construction of the
      Plan.





**15.6
      Information Provided to Participants.**





(a)
      *Financial Statements*. The Company shall provide to each Participant,
      during the period for which such Participant has one or more Awards outstanding,
      copies of the Company’s financial statements (balance sheet and income
      statement) at least annually. Such statements need not be audited and need
      not
      be provided to Participants whose duties with the Company assure them access
      to
      equivalent information.





(b)
      *Copy of Plan*. The Company shall provide each Participant with a copy of
      the Plan.





(c)
      *Additional Disclosures*. The Company may be required to provide
      additional information to Participants if the aggregate sales price or amount
      of
      securities sold under the Plan during any consecutive 12 month period exceeds
      $5
      million and the Company intends to rely on the exemption from registration
      available under Rule 701 of the Securities Act, or to the extent otherwise
      required under Applicable Laws.




**15.7
      Nonexclusivity of this Plan**. This Plan shall not limit the power of the
      Company to adopt other incentive arrangements, including, for example, the
      grant
      or issuance of any equity-based rights under other plans or independently of
      any
      plan.




**15.8
      Prior Plans**. All options or other rights outstanding under any prior
      plan of the Company shall continue to be governed solely by the terms of the
      documents evidencing such options or other rights, and no provision of the
      Plan
      shall be deemed to affect or otherwise modify the rights or obligations of
      the
      holders of such options or other rights.





**15.9
      Electronic Communications**. Any Award Agreement, notice of exercise, or
      other document required or permitted by this Plan may be delivered in writing
      or, to the extent determined by the Board, electronically. Signatures may also
      be electronic if permitted by the Board.





**SECTION
      16. EXECUTION**





To
      record
      the adoption of the Plan by the Board, the Company has caused its authorized
      Officer to execute the same.





FINANCIAL
                  MEDIA GROUP, INC.By:
              **/s/
                  Albert Aimers**Albert
                  AimersChief
                  Executive Officer
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