Exhibit
      4.1

     

    Quantitative
      Methods Corporation

     

    2007
      EMPLOYEE AND CONSULTANT STOCK INCENTIVE PLAN

    


    AS
      ADOPTED MARCH 26, 2007

     

    1.
       PURPOSE.

    


      The
      purpose of this Plan is to provide incentives to attract, retain and motivate
      eligible persons and consultants whose present and potential contributions
      are
      important to the success of the Company, its Parent and Subsidiaries, by
      offering them an opportunity to participate in the Company's future performance
      through awards of Options, Restricted Stock and Stock Bonuses. Capitalized
      terms
      not defined in the text are defined in Section 2.

     

    2. 
       DEFINITIONS.

     

    As
      used
      in this Plan, the following terms will have the following
      meanings:   "AWARD"
      means any award under this Plan, including any Option, Restricted
      Stock or Stock Bonus.

     

    "AWARD
      AGREEMENT" means, with respect to each Award, the signed written agreement
      between the Company and the Participant setting forth the terms and conditions
      of the Award.

     

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

     

    "CAUSE" means
      any cause, as defined by applicable law, for the termination
      of a Participant's employment with the Company or a Parent or Subsidiary of
      the
      Company.

     

    "CODE"
      means the Internal Revenue Code of 1986, as amended.

     

    "COMPANY"
      means Quantitative Methods Corporation, a Nevada corporation, or any successor
      corporation.

     

    “DEBT
      OBLIGATION” means any obligation of the Company to a Participant (including an
      Insider) for services rendered to the Company.

     

    "DISABILITY"
      means a disability, whether temporary or permanent, partial or total, as
      determined by the Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "EXCHANGE
      ACT" means the Securities Exchange Act of 1934, as amended.

     

    “EXCHANGE
      PRICE” means the price at which Shares are exchanged with holders of Debt
      Obligations.

     

    "EXERCISE
      PRICE" means the price at which a holder of an Option may purchase the Shares
      issuable upon exercise of the Option.

     

    "FAIR
      MARKET VALUE" means, as of any date, the value of a share of the Company's
      Common Stock determined as follows:

     

    (a)
      if
      such Common Stock is publicly traded and  is
      then
      listed on a national securities exchange, its closing price on the date of
      determination on the principal national securities exchange on which the Common
      Stock is listed or admitted to trading as reported in The Wall Street
      Journal;

     

    (b)
      if
      such Common Stock is quoted on the NASDAQ National Market, its closing price
      on
      the NASDAQ National Market on the date of determination as reported in The
      Wall
      Street Journal;

    


    (c)
      if
      such Common Stock is publicly traded but  is
      not
      listed or admitted to trading on a national securities exchange, the average
      of
      the closing bid and asked prices on the date of determination as reported by
      Bloomberg, L.P.;

    


    (d)
      in
      the case of an Award made on the Effective Date, the price per share at which
      shares of the Company's Common Stock are initially offered for sale to the
      public by the Company's underwriters in the initial public offering of the
      Company's Common Stock pursuant to a registration statement filed with the
      SEC
      under the Securities Act; or

    


    (e)
      if
      none of the foregoing is applicable, by the Board in good faith.

     

    "INSIDER"
      means an officer or director of the Company or any other person whose
      transactions in the Company's Common Stock are subject to Section 16 of the
      Exchange Act.

     

    "OPTION"
      means an award of an option to purchase Shares pursuant to Section
      6.

     

    "PARENT"
      means any corporation (other than the Company) in an unbroken chain of
      corporations ending with the Company if each of such corporations other than
      the
      Company owns stock possessing  50% or more of the total combined voting
      power of all classes of stock in one of the other corporations in such
      chain.

     

    "PARTICIPANT"
      means a person who receives an Award under this Plan.

     

    
      
        
        

      

      
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    "PERFORMANCE
      FACTORS" means the factors selected by the Board, in its sole and absolute
      discretion, from among the following measures to determine whether the
      performance goals applicable to Awards have been satisfied:

    


    (a)
      Net
      revenue and/or net revenue growth;

     

    (b)
      Earnings before income taxes and amortization and/or earnings before income
       taxes
      and
      amortization growth;

     

    (c)
      Operating income and/or operating income growth;

     

    (d)
      Net
      income and/or net income growth;

     

    (e)
      Earnings per share and/or earnings per share growth;

     

    (f)
      Total
      stockholder return and/or total stockholder return growth;

     

    (g)
      Return on equity;

     

    (h)
      Operating cash flow return on income;

     

    (i)
      Adjusted operating cash flow return on income;

     

    (j)
      Economic value added; and

     

    (k)
      Individual confidential business objectives.

     

    "PERFORMANCE
      PERIOD" means the period of service determined by the Board, not to exceed
      five
      years, during which years of service or performance is to be measured for
      Restricted Stock Awards or Stock Bonuses.

     

    "PLAN"
      means this Quantitative Methods Corporation 2007 Employee and Consultant Stock
      Incentive Plan, as amended from time to time.

     

    "RESTRICTED
      STOCK AWARD" means an award of Shares pursuant to Section 7.

     

    "SEC"
      means the Securities and Exchange Commission.

     

    "SECURITIES
      ACT" means the Securities Act of 1933, as amended.

    


    "SHARES"
      means shares of the Company's Common Stock reserved for issuance under this
      Plan, as adjusted pursuant to Sections 3 and 19, and any successor
      security.

     

    
      
        
        

      

      
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    "STOCK
      BONUS" means an award of Shares, or cash in lieu of Shares, pursuant to Section
      8.

    


    "SUBSIDIARY"
      means any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company if each of the corporations other than
      the last corporation in the unbroken chain owns stock possessing 50% or more
      of
      the total combined voting power of all classes of stock in one of the other
      corporations in such chain.

    


    "TERMINATION"
      or "TERMINATED" means, for purposes of this Plan with respect to a Participant,
      that the Participant has for any reason ceased to provide services as an
      employee, officer, director, consultant, independent contractor, or advisor
      to
      the Company or a Parent or Subsidiary of the Company. An employee will not
      be
      deemed to have ceased to provide services in the case of (i) sick leave, (ii)
      military leave, or (iii) any other leave of absence approved by the Company,
      provided that such leave is for a period of not more than 90 days, unless
      reemployment upon the expiration of such leave is guaranteed by contract or
      statute or unless provided otherwise pursuant to a formal policy adopted from
      time to time by the Company and issued and promulgated to employees in writing.
      In the case of any employee on an approved leave of absence, the Board may
      make
      such provisions respecting suspension of vesting of the Award while on leave
      from the employ of the Company or a Subsidiary as it may deem appropriate,
      except that in no event may an Option be exercised after the expiration of
      the
      term set forth in the Option agreement. The Board will have sole discretion
      to
      determine whether a Participant has ceased to provide services and the effective
      date on which the Participant ceased to provide services ("TERMINATION
      DATE").

    


    "UNVESTED
      SHARES" means "Unvested Shares" as defined in the Award Agreement.

    


    "VESTED
      SHARES" means "Vested Shares" as defined in the Award Agreement.

    


    3.
       SHARES
      SUBJECT TO THE PLAN.

    


    3.1
      NUMBER OF SHARES AVAILABLE. Subject to Sections 3.2 and 19, the total aggregate
      number of Shares reserved and available for grant and issuance pursuant to
      this
      Plan will be 7,000,000 plus Shares that are subject to: (a) issuance upon
      exercise of an Option but cease to be subject to such Option for any reason
      other than exercise of such Option; (b) an Award granted hereunder but forfeited
      or repurchased by the Company at the original issue price; and (c) an Award
      that
      otherwise terminates without Shares being issued. At all times the Company
      shall
      reserve and keep available a sufficient number of Shares as shall be required
      to
      satisfy the requirements of all outstanding Options granted under this Plan
      and
      all other outstanding but unvested Awards granted under this Plan.

     

    
      
        
        

      

      
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    3.2
      ADJUSTMENT OF SHARES. In the event that the number of outstanding shares is
      changed by a stock dividend, recapitalization, stock split, reverse stock split,
      subdivision, combination, reclassification or similar change in the capital
      structure of the Company without consideration, then (a) the number of Shares
      reserved for issuance under this Plan, (b) the Exercise Prices of and number
      of
      Shares subject to outstanding Options, and (c) the number of Shares subject
      to
      other outstanding Awards will be proportionately adjusted, subject to any
      required action by the Board or the stockholders of the Company and compliance
      with applicable securities laws; provided, however, that fractions of a Share
      will not be issued but will either be replaced by a cash payment equal to the
      Fair Market Value of such fraction of a Share or will be rounded up to the
      nearest whole Share, as determined by the Board.

     

    3.3
      LIMITATION ON TOTAL NUMBER OF SHARES ISSUABLE UNDER THE PLAN. In order to comply
      with the California Code of Regulations, the Company will insure that at no
      time
      shall the total number of Shares issuable under this Plan and upon the exercise
      of all outstanding options and the total number of shares provided for under
      this Plan and any other Company plan or agreement of the Company exceed the
      applicable percentage as calculated in accordance with the conditions and
      exclusions of regulation 260.140.45 of Rules of the California Corporations
      Commissioner.

     

    4.
       ELIGIBILITY.

    


      ISOs
      (as
      defined in Section 6 below) may be granted only to employees (including officers
      and directors who are also employees) of the Company or of a Parent or
      Subsidiary of the Company. All other Awards may be granted to employees,
      officers, directors, consultants, independent contractors and advisors of the
      Company or any Parent or Subsidiary of the Company; provided such consultants,
      contractors and advisors render bona fide services not in connection with the
      offer and sale of securities in a capital-raising transaction.

    


    5.
       ADMINISTRATION.

    


    5.1
      BOARD
      AUTHORITY. This Plan will be administered by the Board. Subject to the general
      purposes, terms and conditions of this Plan, the Board will have full power
      to
      implement and carry out this Plan. Without limitation, the Board will have
      the
      authority to:

    


    (a)
       construe
      and interpret this Plan, any Award Agreement and any other agreement or document
       executed
      pursuant to this Plan;

    


    (b)
       prescribe,
      amend and rescind rules and regulations relating to this Award;

     

    
      
        
        

      

      
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       (c)
       select
      persons to receive Awards;

    


       (d)
       determine
      the form and terms of Awards;

    


    (e)
       determine
      the number of Shares or other consideration subject to Awards;

    


    (f)
      determine whether Awards will be granted singly, in combination with, in tandem
      with, in replacement of, or as alternatives to, other Awards under this Plan
      or
      any other incentive or compensation plan of the Company or any Parent or
      Subsidiary of the Company;

    


     
       (g)
       grant
      waivers of Plan or Award conditions;

    


       (h)
       
      determine the vesting, ability to exercise and payment of Awards;

    


    (i)
       
      correct
      any defect, supply any omission or reconcile any inconsistency in this Plan,
      any
      Award or any Award Agreement;

    


     
       (j)
       determine
      whether an Award has been earned; 

    


    and

    


    (k) make
      all
      other determinations necessary or advisable for the administration of this
      Plan.

     

    5.2
      BOARD
      DISCRETION. Any determination made by the Board with respect to any Award will
      be made at the time of grant of the Award or, unless in contravention of any
      express term of this Plan or Award, at any later time, and such determination
      will be final and binding on the Company and on all persons having an interest
      in any Award under this Plan. The Board may delegate to one or more officers
      of
      the Company the authority to grant an Award under this Plan to Participants
      who
      are not Insiders of the Company.

    


    6.
       OPTIONS.

    


      The
      Board
      may grant Options to eligible persons and will determine whether such Options
      will be Incentive Stock Options within the meaning of the Code ("ISO") or
      Nonqualified Stock Options ("NQSO"), the number of Shares subject to the Option,
      the Exercise Price of the Option, the period during which the Option may be
      exercised, and all other terms and conditions of the Option, subject to the
      following:

    


    6.1
      FORM
      OF OPTION GRANT. Each Option granted under this Plan will be evidenced by an
      Award Agreement that will expressly identify the Option as an ISO or an NQSO
      (hereinafter referred to as the "STOCK OPTION AGREEMENT"), and will be in such
      form and contain such provisions (which need not be the same for each
      Participant) as the Board may from time to time approve, and which will comply
      with and be subject to the terms and conditions of this Plan.

     

    
      
        
        

      

      
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    6.2
      DATE
      OF GRANT. The date of grant of an Option will be the date on which the Board
      makes the determination to grant such Option, unless otherwise specified by
      the
      Board. The Stock Option Agreement and a copy of this Plan will be delivered
      to
      the Participant within a reasonable time after the granting of the
      Option.

    


    6.3
      EXERCISE PERIOD. Options may be exercisable within the times or upon the events
      determined by the Board as set forth in the Stock Option Agreement governing
      such Option; provided, however, that no Option will be exercisable after the
      expiration of ten (10) years from the date the Option is granted; and provided
      further that no ISO granted to a person who directly or by
      attribution owns more than ten percent (10%) of the total combined voting power
      of all classes of stock of the Company or of any Parent or Subsidiary of the
      Company ("TEN PERCENT STOCKHOLDER") will be exercisable after the expiration
      of
      five (5) years from the date the ISO is granted. The Board also may provide
      for
      Options to become exercisable at one time or from time to time, periodically
      or
      otherwise, in such number of Shares or percentage of Shares as the Board
      determines. All Options granted hereunder shall grant the Participants the
      right
      to exercise their Options at the rate of at least 20% per year for five years,
      subject to the continued employment of the Participant by the
      Company.

    


    6.4
      EXERCISE PRICE. The Exercise Price of an Option will be determined by the Board
      when the Option is granted and may be not less than 85% of the Fair Market
      Value
      of the Shares on the date of grant; provided that: (a) the Exercise Price of
      an
      ISO will be not less than 100% of the Fair Market Value of the Shares on the
      date of grant; and (b) the Exercise Price of any ISO granted to a Ten Percent
      Stockholder will not be less than 110% of the Fair Market Value of the Shares
      on
      the date of grant. Payment for the Shares purchased may be made in accordance
      with Section 9 of this Plan.

    


    6.5
      METHOD OF EXERCISE. Options may be exercised only by delivery to the Company
      of
      a written stock option exercise agreement ("EXERCISE AGREEMENT") in a form
      approved by the Board, (which need not be the same for each Participant),
      stating the number of Shares being purchased, the restrictions imposed on the
      Shares purchased under such Exercise Agreement, if any, and such representations
      and agreements regarding Participant's investment intent and access to
      information and other matters, if any, as may be required or desirable by the
      Company to comply with applicable securities laws, together with payment in
      full
      of the Exercise Price for the number of Shares being purchased.

     

    
      
        
        

      

      
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    6.6
      TERMINATION. Notwithstanding the exercise periods set forth in the Stock Option
      Agreement, exercise of an Option will always be subject to the
      following:

    


    (a)
      If
      the Participant's service is Terminated for any reason except death or
      Disability, then the Participant may exercise such Participant's Options only
      to
      the extent that such Options would have been exercisable upon the Termination
      Date no later than three (3) months after the Termination Date(or such shorter
      or longer time period not exceeding five (5) years as may be determined by
      the
      Board, with any exercise beyond three (3) months after the Termination Date
      deemed to be an NQSO), but in any event, no later than the expiration date
      of
      the Options.

    


    (b)
      If
      the Participant's service is Terminated because of Participant's death or
      Disability (or the Participant dies within three (3) months after a Termination
      other than for Cause or because of Participant's Disability), then Participant's
      Options may be exercised only to the extent that such Options would have been
      exercisable by Participant on the Termination Date and must be exercised by
      Participant (or Participant's legal representative or authorized assignee)
      no
      later than twelve (12) months after the Termination Date (or such shorter or
      longer time period not exceeding five (5) years as may be determined by the
      Board, with any such exercise beyond (i) three (3) months after the Termination
      Date when the Termination is for any reason other than the Participant's death
      or Disability, or (ii) twelve (12) months after the Termination Date when the
      Termination is for Participant's death or Disability, deemed to be an NQSO),
      but
      in any event no later than the expiration date of the Options.

    


    (c)
      Notwithstanding the provisions in paragraph 6.6(a) above, if a Participant's
      service is Terminated for Cause, neither the Participant, the Participant's
      estate nor such other person who may then hold the Option shall be entitled
      to
      exercise any Option with respect to any Shares whatsoever, after Termination,
      whether or not after Termination the Participant may receive
      payment
      from the Company or Subsidiary for vacation pay, for services rendered prior
      to
      Termination, for services rendered for the day on which Termination occurs,
      for
      salary in lieu of notice, or for any other benefits. For the purpose of this
      paragraph, Termination shall be deemed to occur on the date when the Company
      dispatches notice or advice to the Participant that his service is
      Terminated.

    


    6.7
      LIMITATIONS ON EXERCISE. The Board may specify a reasonable minimum number
      of
      Shares that may be purchased on any exercise of an Option, provided that such
      minimum number will not prevent Participant from exercising the Option for
      the
      full number of Shares for which it is then exercisable.

     

    
      
        
        

      

      
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    6.8
      LIMITATIONS ON ISO. The aggregate Fair Market Value (determined as of the date
      of grant) of Shares with respect to which ISO are exercisable for the first
      time
      by a Participant during any calendar year (under this Plan or under any other
      incentive stock option plan of the Company, Parent or Subsidiary of the Company)
      will not exceed $100,000. If the Fair Market Value of Shares on the date of
      grant with respect to which ISO are exercisable for the first time by a
      Participant during any calendar year exceeds $100,000, then the Options for
      the
      first $100,000 worth of Shares to become exercisable in such calendar year
      will
      be ISO and the Options for the amount in excess of $100,000 that become
      exercisable in that calendar year will be NQSO. In the event that the Code
      or
      the regulations promulgated thereunder are amended after the Effective Date
      of
      this Plan to provide for a different limit on the Fair Market Value of Shares
      permitted to be subject to ISO, such different limit will be automatically
      incorporated herein and will apply to any Options granted after the effective
      date of such amendment.

    


    6.9
      MODIFICATION, EXTENSION OR RENEWAL. The Board may modify, extend or renew
      outstanding Options and authorize the grant of new Options in substitution
      therefor, provided that any such action may not, without the written consent
      of
      a Participant, impair any of such Participant's rights under any Option
      previously granted. Any outstanding ISO that is modified, extended, renewed
      or
      otherwise altered will be treated in accordance with Section 424(h) of the
      Code.
      The Board may reduce the Exercise Price of outstanding Options without the
      consent of Participants affected by a written notice to them; provided, however,
      that the Exercise Price may not be reduced below the minimum Exercise Price
      that
      would be permitted under Section 6.4 of this Plan for Options granted on the
      date the action is taken to reduce the Exercise Price.

    


    6.10
      NO
      DISQUALIFICATION. Notwithstanding any other provision in this Plan, no term
      of
      this Plan relating to ISO will be interpreted, amended or altered, nor will
      any
      discretion or authority granted under this Plan be exercised, so as to
      disqualify this Plan under Section 422 of the Code or, without the consent
      of
      the Participant affected, to disqualify any ISO under Section 422 of the
      Code.

    


    7.
       RESTRICTED
      STOCK.

    


    A
      Restricted Stock Award is an offer by the Company to sell to an eligible person
      Shares that are subject to restrictions. The Board will determine to whom an
      offer will be made, the number of Shares the person may purchase, the price
      to
      be paid (the "PURCHASE PRICE"), the restrictions to which the Shares will be
      subject, and all other terms and conditions of the Restricted Stock Award,
      subject to the following:

    


    7.1
      FORM
      OF RESTRICTED STOCK AWARD. All purchases under a Restricted Stock Award made
      pursuant to this Plan will be evidenced by an Award Agreement ("RESTRICTED
      STOCK
      PURCHASE AGREEMENT") that will be in such form (which need not be the same
      for
      each Participant) as the Board will from time to time approve,
      and will comply with and be subject to the terms and conditions of this Plan.
      The offer of Restricted Stock will be accepted by the Participant's execution
      and delivery of the Restricted Stock Purchase Agreement and full payment for
      the
      Shares to the Company within thirty (30) days from the date the Restricted
      Stock
      Purchase Agreement is delivered to the person. If such person does not execute
      and deliver the Restricted Stock Purchase Agreement along with full payment
      for
      the Shares to the Company within thirty (30) days, then the offer will
      terminate, unless otherwise extended by the Board.

     

    
      
        
        

      

      
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    7.2
      PURCHASE PRICE. The Purchase Price of Shares sold pursuant to a Restricted
      Stock
      Award will be determined by the Board on the date the Restricted Stock Award
      is
      granted, except in the case of a sale to a Ten Percent Stockholder, in which
      case the Purchase Price will be 100% of the Fair Market Value. Payment of the
      Purchase Price must be made in accordance with Section 9 of this
      Plan.

    


    7.3
      TERMS
      OF RESTRICTED STOCK AWARDS. Restricted Stock Awards shall be subject to such
      restrictions as the Board may impose. These restrictions may be based upon
      completion of a specified number of years of service with the Company or upon
      completion of the performance goals as set out in advance in the Participant's
      individual Restricted Stock Purchase Agreement. Restricted Stock Awards may
      vary
      from Participant to Participant and between groups of Participants. Prior to
      the
      grant of a Restricted Stock Award, the Board shall: (a) determine the nature,
      length and starting date of any Performance Period for the Restricted Stock
      Award; (b) select from among the Performance Factors to be used to measure
      performance goals, if any; and (c) determine the number of Shares that may
      be
      awarded to the Participant. Prior to the payment of any Restricted Stock Award,
      the Board shall determine the extent to which such Restricted Stock Award has
      been earned. Performance Periods may overlap and Participants may participate
      simultaneously with respect to Restricted Stock Awards that are subject to
      different Performance Periods and have different performance goals and other
      criteria.

    


    7.4
      TERMINATION DURING PERFORMANCE PERIOD. If a Participant is Terminated during
      a
      Performance Period for any reason, then such Participant will be entitled to
      payment (whether in Shares, cash or otherwise) with respect to the Restricted
      Stock Award only to the extent earned as of the date of Termination in
      accordance with the Restricted Stock Purchase Agreement, unless the Board
      determines otherwise.

    


    7.5
      “RESTRICTED STOCK MEANS.” “Restricted Stock” as used in this Plan means Shares
      that are subject to restrictions imposed by this Plan and not by restrictions
      required by the Securities Act and, therefore, “Restricted Stock” is not
      intended to be the same as “Restricted Securities” under the Securities
      Act.

     

    
      
        
        

      

      
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      8.
        STOCK
        BONUSES.



    8.1
      AWARDS OF STOCK BONUSES. A Stock Bonus is an award of Shares (which may consist
      of Restricted Stock) for extraordinary services rendered to the Company or
      any
      Parent or Subsidiary of the Company. A Stock Bonus will be awarded pursuant
      to
      an Award Agreement ("STOCK BONUS AGREEMENT") that will be in such form (which
      need not be the same for each Participant) as the Board will from time to time
      approve, and will comply with and be subject to the terms and conditions of
      this
      Plan. A Stock Bonus may be awarded upon satisfaction of such performance goals
      as are set out in advance in the Participant's individual Award Agreement
      ("PERFORMANCE STOCK BONUS AGREEMENT") that will be in such form (which need
      not
      be the same for each Participant) as the Board will from time to time approve,
      and will comply with and be subject to the terms and conditions of this Plan.
      Stock Bonuses may vary from Participant to Participant and between groups of
      Participants, and may be based upon the achievement of the Company, Parent
      or
      Subsidiary and/or individual performance factors or upon such other criteria
      as
      the Board may determine. 

    


    8.2
      TERMS
      OF STOCK BONUSES. The Board will determine the number of Shares to be awarded
      to
      the Participant. If the Stock Bonus is being earned upon the satisfaction of
      performance goals pursuant to a Performance Stock Bonus Agreement, then the
      Board will: (a) determine the nature, length and starting date of any
      Performance Period for each Stock Bonus; (b) select from among the Performance
      Factors to be used to measure the performance, if any; and (c) determine the
      number of Shares that may be awarded to the Participant. Prior to the payment
      of
      any Stock Bonus, the Board shall determine the extent to which such Stock
      Bonuses have been earned. Performance Periods may overlap and Participants
      may
      participate simultaneously with respect to Stock Bonuses that are subject to
      different Performance Periods and different performance goals and other
      criteria. The number of Shares may be fixed or may vary in accordance with
      such
      performance goals and criteria as may be determined by the Board. The Board
      may
      adjust the performance goals applicable to the Stock Bonuses to take into
      account changes in law and accounting or tax rules and to make such adjustments
      as the Board deems necessary or appropriate to reflect the impact of
      extraordinary or unusual items, events or circumstances to avoid windfalls
      or
      hardships.

    


    8.3
      FORM
      OF PAYMENT. The earned portion of a Stock Bonus may be paid to the Participant
      by the Company either currently or on a deferred basis, with such interest
      or
      dividend equivalent, if any, as the Board may determine. Payment may be made
      in
      the form of cash or whole Shares or a combination thereof, either in a lump
      sum
      payment or in installments, all as the Board will determine.

     

    
      
        
        

      

      
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    9.
       PAYMENT
      FOR SHARE PURCHASES.

    


    9.1
      PAYMENT. Payment for Shares purchased pursuant to this Plan may be made in
      cash
      (by check) or, where expressly approved for the Participant by the Board and
      where permitted by law:

    


       (a)
      by
      cancellation of indebtedness of the  Company
      to the Participant;

    


    (b)
      by
      surrender of shares that either: (1) have been owned by Participant for more
      than one  year
      and
      have been paid for within the meaning of Rule 144 of the Securities Act of
      1933
      (and, if such shares were purchased from the Company by use of a promissory
      note, such note has been fully paid with respect to such shares); or (2) were
      obtained by Participant in the public market;

    


    (c)
      by
      waiver of compensation due or accrued to  the
      Participant for services rendered;

    


    (d)
      with
      respect only to purchases upon exercise  of
      an
      Option, and provided that a public market for the Company's stock
      exists:

    


    (1)
      through a "same day sale" commitment from the Participant and a broker-dealer
      that is a member of the National Association of Securities Dealers (an "NASD
      DEALER") whereby the Participant irrevocably elects to exercise the Option
      and
      to sell a portion of the Shares so purchased to pay for the Exercise Price,
      and
      whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
      forward the Exercise Price directly  to
      the
      Company; or

    


    (2)
      through a "margin" commitment from the Participant and a NASD Dealer
 whereby
      the Participant irrevocably elects to exercise the Option and to pledge the
      Shares so purchased to the NASD Dealer in a margin account as security for
      a
      loan from the NASD Dealer in the amount of the Exercise Price, and whereby
      the
 NASD
      Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
      Price directly to the Company; or

    


     
       (e)
      by
      any combination of the foregoing.

    


    10.
       WITHHOLDING
      TAXES.

    


    10.1
      WITHHOLDING GENERALLY. Whenever Shares are to be issued in satisfaction of
      Awards granted under this Plan, the Company may require the Participant to
      remit
      to the Company an amount sufficient to satisfy federal, state and local
      withholding tax requirements prior to the delivery of any certificate or
      certificates for such Shares. Whenever, under this Plan, payments in
      satisfaction of Awards are to be made in cash, such payment will be net of
      an
      amount sufficient to satisfy federal, state, and local withholding tax
      requirements.

     

    
      
        
        

      

      
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    10.2
      STOCK WITHHOLDING. When, under applicable tax laws, a participant incurs tax
      liability in connection with the exercise or vesting of any Award that is
      subject to tax withholding and the Participant is obligated to pay the Company
      the amount required to be withheld, the Board may allow the Participant to
      satisfy the minimum withholding tax obligation by electing to have the Company
      withhold from the Shares to be issued that number of Shares having a Fair Market
      Value equal to the minimum amount required to be withheld, determined on the
      date that the amount of tax to be withheld is to be determined. All elections
      by
      a Participant to have Shares withheld for this purpose will be made in
      accordance with the requirements established by the Board and be in writing
      in a
      form acceptable to the Board.

    


    11.
       PRIVILEGES
      OF STOCK OWNERSHIP.

    


    11.1
      VOTING AND DIVIDENDS. No Participant will have any of the rights of a
      stockholder with respect to any Shares until the Shares are issued to the
      Participant. After Shares are issued to the Participant, the Participant will
      be
      a stockholder and will have all the rights of a stockholder with respect to
      such
      Shares, including the right to vote and receive all dividends or other
      distributions made or paid with respect to such Shares; provided, that if such
      Shares are Restricted Stock, then any new, additional or different securities
      the Participant may become entitled to receive with respect to such Shares
      by
      virtue of a stock dividend, stock split or any other change in the corporate
      or
      capital structure of the Company will be subject to the same restrictions as
      the
      Restricted Stock; provided, further, that the Participant will have no right
      to
      retain such stock dividends or stock distributions with respect to Shares that
      are repurchased at the Participant's Purchase Price or Exercise Price pursuant
      to Section 13.

    


    11.2
      FINANCIAL STATEMENTS. Pursuant to regulation 260.140.46 of the Rules of the
      California Corporations Commissioner, the Company will provide financial
      statements to each Participant prior to such Participant's purchase of Shares
      under this Plan, and to each Participant annually during the period such
      Participant has Awards outstanding; provided, however, the Company will not
      be
      required to provide such financial statements to Participants whose services
      in
      connection with the Company assure them access to equivalent information.


     

    12.
       TRANSFERABILITY.

    


      Awards
      granted under this Plan, and any interest therein, will not be transferable
      or
      assignable by Participant, and may not be made subject to execution, attachment
      or similar process, other than by will or by the laws of descent and
      distribution. During the lifetime of the Participant an Award will be
      exercisable only by the Participant. During the lifetime of the Participant,
      any
      elections with respect to an Award may be made only by the Participant unless
      otherwise determined by the Board and set forth in the Award Agreement with
      respect to Awards that are not ISOs.

     

    
      
        
        

      

      
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    13.
       RESTRICTIONS
      ON SHARES.

    


      At
      the
      discretion of the Board, the Company may reserve to itself and/or its
      assignee(s) in the Award Agreement a right to repurchase a portion of or all
      Unvested Shares held by a Participant following such Participant's Termination
      at any time within ninety (90) days after the later of (a) Participant's
      Termination Date, or (b) the date Participant purchases Shares under this Plan.
      Such repurchase by the Company shall be for cash and/or cancellation of purchase
      money indebtedness, and the price per share shall be the Participant's Exercise
      Price or the Purchase Price, as applicable; provided that the Company’s right to
      repurchase at the original Purchase Price shall lapse at the rate of 20% of
      Unvested Shares per year over five years from the date the Options were granted
      (without respect to the date the Options were exercised or became
      exercisable).

    


    14.
       CERTIFICATES.

    


      All
      certificates for Shares or other securities delivered under this Plan will
      be
      subject to such stock transfer orders, legends and other restrictions as the
      Board may deem necessary or advisable, including restrictions under any
      applicable federal, state or foreign securities law, or any rules, regulations
      and other requirements of the SEC or any stock exchange or automated quotation
      system upon which the Shares may be listed or quoted.

    


    15.
       ESCROW;
      PLEDGE OF SHARES.

    


      To
      enforce any restrictions on a Participant's Shares, the Board may require the
      Participant to deposit all certificates representing Shares, together with
      stock
      powers or other instruments of transfer approved by the Board appropriately
      endorsed in blank, with the Company or an agent designated by the Company to
      hold in escrow until such restrictions have lapsed or terminated, and the Board
      may cause a legend or legends referencing such restrictions to be placed on
      the
      certificates. Any Participant who is permitted to execute a promissory note
      as
      partial or full consideration for the purchase of
      Shares
      under this Plan will be required to pledge and deposit with the Company all
      or
      part of the Shares so purchased as collateral to secure the payment of
      Participant's obligation to the Company under the promissory note; provided,
      however, that the Board may require or accept other or additional forms of
      collateral to secure the payment of such obligation and, in any event, the
      Company will have full recourse against the Participant under the promissory
      note notwithstanding any pledge of the Participant's Shares or other collateral.
      In connection with any pledge of the Shares, Participant will be required to
      execute and deliver a written pledge agreement in such form as the Board will
      from
      time
      to time approve. The Shares purchased with the promissory note may be released
      from the pledge on a pro rata basis as the promissory note is paid.

     

    
      
        
        

      

      
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    16.
       EXCHANGE
      AND BUYOUT OF AWARDS.

    


      The
      Board
      may, at any time or from time to time, authorize the Company, with the consent
      of the respective Participants, to issue new Awards in exchange for the
      surrender and cancellation of any or all outstanding Awards. The Board
      may at
      any time buy from a Participant an Award previously granted with payment in
      cash, Shares (including Restricted Stock) or other consideration, based on
      such
      terms and conditions as the Board and the Participant may
      agree.

    


    17.
       SECURITIES
      LAW AND OTHER REGULATORY COMPLIANCE.

    


      An
      Award
      will not be effective unless such Award is in compliance with all applicable
      federal and state securities laws, rules and regulations of any governmental
      body, and the requirements of any stock exchange or automated quotation system
      upon which the Shares may then be listed or quoted, as they are in effect on
      the
      date of grant of the Award and also on the date of exercise or other issuance.
      Notwithstanding any other provision in this Plan, the Company will
      have
      no obligation to issue or deliver certificates for Shares under this Plan prior
      to: (a) obtaining any approvals from governmental agencies that the Company
      determines are necessary or advisable; and/or (b) completion of any registration
      or other qualification of such Shares under any state or federal law or ruling
      of any governmental body that the Company determines to be necessary or
      advisable. The Company will be under no obligation to register the Shares with
      the SEC or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company will have no liability for any

    inability
      or failure to do so.

    


    18.
       NO
      OBLIGATION TO EMPLOY.

    


      Nothing
      in this Plan or any Award granted under this Plan will confer or be deemed
      to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent or Subsidiary of the
      Company or limit in any way the right of the Company or any Parent or Subsidiary
      of the Company to terminate Participant's employment or other relationship
      at
      any time, with or without cause.

    


    19.
       CORPORATE
      TRANSACTIONS.

    


    19.1
      ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. In the event of (a) a
      dissolution or liquidation of the Company, (b) a merger or consolidation in
      which the Company is not the surviving corporation (other than a merger or
      consolidation with a wholly-owned subsidiary, a reincorporation of the Company
      in a different jurisdiction, or other transaction in which there is no
      substantial change in the stockholders of the Company or their relative stock
      holdings and the Awards granted under this Plan are assumed, converted or
      replaced by the successor corporation, which assumption will be binding on
      all
      Participants), (c) a merger in which the Company is the surviving corporation
      but after which the stockholders of the Company immediately prior to such merger
      (other than any stockholder that merges, or which owns or controls another
      corporation that merges, with the Company in such merger) cease to own their
      shares or other equity interest in the Company, (d) the sale of substantially
      all of the assets of the Company, or (e) the acquisition, sale, or transfer
      of
      more than 50% of the outstanding shares of the Company by tender offer or
      similar transaction, any or all outstanding Awards may be assumed, converted
      or
      replaced by the successor corporation (if any), which assumption, conversion
      or
      replacement will be binding on all Participants. In the alternative, the
      successor corporation may substitute equivalent Awards or provide substantially
      similar consideration to Participants as was provided to stockholders (after
      taking into account the existing provisions of the Awards). The successor
      corporation may also issue, in place of outstanding Shares of the Company held
      by the Participant, substantially similar shares or other property subject
      to
      repurchase restrictions no less favorable to the Participant. In the event
      such
      successor corporation (if any) refuses to assume or substitute Awards, as
      provided above, pursuant to a transaction described in this Subsection
      19.1,
      such
      Awards will expire on such transaction at such time and on such conditions
      as
      the Board will determine. Notwithstanding anything in this Plan to the contrary,
      the Board may provide that the vesting of any or all Awards granted pursuant
      to
      this Plan will accelerate upon a transaction described in this Section 19.
      If
      the Board exercises such discretion with respect to Options, such Options will
      become exercisable in full prior to the consummation of such event at such
      time
      and on such conditions as the Board determines, and if such Options are not
      exercised prior to the consummation of the corporate transaction, they shall
      terminate at such time as determined by the Board.

     

    
      
        
        

      

      
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    19.2
      OTHER TREATMENT OF AWARDS. Subject to any greater rights granted to Participants
      under the foregoing provisions of this Section 19, in the event of the
      occurrence of any transaction described in Section 19.1, any outstanding Awards
      will be treated as provided in the applicable agreement or plan of merger,
      consolidation, dissolution, liquidation, or sale of assets.

    


    19.3
      ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to time, also may
      substitute or assume outstanding awards granted by another company, whether
      in
      connection with an acquisition of such other company or otherwise, by either:
      (a) granting an Award under this Plan in substitution of such other company's
      award; or (b) assuming such award as if it had been granted under this Plan
      if
      the terms of such assumed award could be applied to an Award granted under
      this
      Plan. Such substitution or assumption will be permissible if the holder of
      the
      substituted or assumed award would have been eligible to be granted an Award
      under this Plan if the other company had applied the rules of this Plan to
      such
      grant. In the event the Company assumes an award granted by another company,
      the
      terms and conditions of such award will remain unchanged(except that the
      exercise price and the number and nature of Shares issuable upon exercise of
      any
      such option will be adjusted appropriately pursuant to Section 424(a) of the
      Code). In the event the Company elects to grant a new Option rather than
      assuming an existing option, such new Option may be granted with a similarly
      adjusted Exercise Price.

     

    
      
        
        

      

      
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    20.
       ADOPTION
      AND STOCKHOLDER APPROVAL.

    


      This
      Plan
      will become effective on the date on which it is adopted by the Board
      ("EFFECTIVE DATE"). This Plan shall be approved by the stockholders of the
      Company within twelve (12) months before or after the date this Plan is adopted
      by the Board. Upon the Effective Date, the Board may grant Awards pursuant
      to
      this Plan. In the event that stockholder approval of this Plan is not obtained
      within the time period provided herein, all Awards granted hereunder shall
      be
      cancelled, any Shares issued pursuant to any Awards shall be cancelled and
      any
      purchase of Shares issued hereunder shall be rescinded.

    


    21.
       TERM
      OF
      PLAN/GOVERNING LAW.

    


      Unless
      earlier terminated as provided herein, this Plan will terminate ten (10) years
      from the date this Plan is adopted by the Board or, if earlier, the date of
      stockholder approval. This Plan and all agreements thereunder shall be governed
      by and construed in accordance with the laws of the State of
      Nevada.

    


    22.
      AMENDMENT OR TERMINATION OF PLAN.

    


      The
      Board
      may at any time terminate or amend this Plan in any respect, including without
      limitation amendment of any form of Award Agreement or instrument to be executed
      pursuant to this Plan; provided, however, that the Board will not, without
      the
      approval of the stockholders of the Company, amend this Plan in any manner
      that
      requires such stockholder approval.

    


    23.
       NONEXCLUSIVITY
      OF THE PLAN.

    


      Neither
      the adoption of this Plan by the Board, the submission of this Plan to the
      stockholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under this Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.

    


    24.
       ACTION
      BY
      BOARD.

    


      Any
      action permitted or required to be taken by the Board or any decision or
      determination permitted or required to be made by the Board pursuant to this
      Plan shall be taken or made in the Board's sole and absolute
      discretion.

     

    
      
        
        

      

      
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