[EXHIBIT 10.6]

                     PSI-TEC HOLDINGS, INC.

                     2005 STOCK OPTION PLAN

1.   Purpose; Effectiveness of the Plan.
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(a)  The  purpose of this Plan is to advance the interests of the
     Company  and its stockholders by helping the Company  obtain
     and retain the services of directors, officers, employees,
     and consultants, upon whose judgment, initiative and efforts
     the Company is substantially dependent, and to provide those
     persons with further incentives to advance the interests of
     the Company.

(b)  This  Plan will become effective on the date of its adoption
     by  the  Board,  provided  this  Plan  is  approved  by the
     stockholders of the Company (excluding holders of shares  of
     Stock  issued  by  the Company pursuant to the  exercise of
     options  granted under this Plan) within twelve (12)  months
     before  or after that date.  If this Plan is not so approved
     by  the  stockholders  of the Company, any  options granted
     under  this  Plan will be rescinded and will be void.  This
     Plan  will remain in effect until it is terminated by the
     Board  or the Committee (as defined hereafter) under section
     9  hereof, or December 1, 2015, whichever is earlier, except
     that no  ISO (as defined herein) will be granted after  the
     tenth anniversary of the date of this Plan's adoption by the
     Board. This  Plan will be governed by,  and  construed  in
     accordance with, the laws of the State of Nevada.

 2.  Certain  Definitions.   Unless the  context  otherwise
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     requires,  the following defined terms (together with other
     capitalized  terms  defined elsewhere  in  this  Plan)  will
     govern  the  construction of this Plan, and of  any stock
     option agreements entered into pursuant to this Plan:

(a)  "10%  Stockholder" means a person who owns, either  directly
     or indirectly by virtue of the ownership attribution provisions
     set forth in Section 424(d) of the Code at the time he or she is
     granted an Option, stock possessing more than ten percent (10%)
     of the total combined voting power or value of all classes of
     stock of the Company and/or of its subsidiaries;

(b)  "1933  Act" means the federal Securities Act of 1933, as amended;

(c)  "Board" means the Board of Directors of the Company;

(d)  "Called  for  under an Option", or words to similar  effect,
     means issuable pursuant to the exercise of an Option;

(e)  "Code"  means the Internal Revenue Code of 1986, as  amended
     (references herein to Sections of the Code are intended to refer
     to Sections of the Code as enacted at the time of this Plan's
     adoption by the Board and as subsequently amended, or to any
     substantially similar successor provisions of the Code resulting
     from recodification, renumbering or otherwise);


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(f)  "Committee"  means  a committee of two  or  more  directors,
     appointed by the Board, to administer and interpret this Plan;
     provided that the term "Committee" will refer to the Board during
     such times as no Committee is appointed by the Board.

(g)  "Company" means PSI-TEC Holdings, Inc., a Nevada corporation;

(h)  "Disability"  has the same meaning as "permanent  and  total
     disability", as defined in Section 22(e)(3) of the Code;

(i)  "Eligible  Participants" means persons who, at a  particular
     time, are directors, officers, employees, sales representatives
     and consultants of the Company or its subsidiaries;

(j)  "Fair Market Value" means, with respect to the Stock and  as
     of the date an ISO is granted hereunder, the market price per
     share of such Stock determined by the Committee, consistent with
     the requirements of Section 422 of the Code and to the extent
     consistent therewith, as follows:

     (i)  If the Stock was traded on a stock exchange on the date in
     question, when the  Fair  Market  Value will be equal to the
     closing price reported by the applicable composite-transactions
     report for such date;

     (ii)  If the Stock was traded over-the-counter  on the date in
     question and was classified as a national market issue, then the
     Fair Market Value will be  equal to the last-transaction price
     quoted  by  the  NASDAQ system for such date;

     (iii)  If the Stock was traded over-the-counter on the date in
     question but was  not classified as a national market issue, then
     the Fair Market Value  will be equal to the average of the last
     reported representative  bid  and asked  prices  quoted  by  the
     NASDAQ system for such date; and

     (iv)  If none of the foregoing  provisions  is applicable, then
     the Fair Market Value will be  determined by the Committee in
     good faith on such basis as it deems appropriate.

(k)  Intentionally Left Blank.

(l)  "ISO"  has the same meaning as "incentive stock option,"  as
     defined in Section 422 of the Code;

(m)  "Involuntary Transfer" means a Transfer that occurs pursuant
     to  any of the following:  an assignment of Option Stock for
     the  benefit  of creditors of the Optionee;  a Transfer by
     operation of law, including, without limitation, a Transfer
     by  will  or under the laws of descent and distribution; an
     execution  of  judgment against the  Option  Stock or the
     acquisition  of  record or beneficial  ownership  of Option
     Stock by a lender or creditor; a Transfer pursuant to  any
     decree of divorce, dissolution or separate maintenance, any
     property settlement, any separation  agreement or any  other


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     agreement   with  a  spouse  (except  for  estate planning
     purposes) under which a part or all of any Option Stock are
     Transferred or awarded to the spouse of the  Optionee or are
     required to be sold; or a Transfer resulting from the filing
     by  the Optionee of a petition for relief, or the filing of
     an  involuntary  petition against the  Optionee, under the
     bankruptcy laws of the United States or of any other nation;

(n)  "Just Cause Termination" means a termination by  the Company
     of an Optionee's employment by and/or service to the Company
     (or if the Optionee is a director, removal  of  the Optionee
     from the Board by action of the stockholders or, if permitted
     by applicable law and the by-laws of the  Company, the  other
     directors), in connection with  the  good  faith determination
     of the Company's board of directors (or of the  Company's
     stockholders if the Optionee is a director and the removal of
     the Options from the Board is by action  of  the stockholders,
     but in either case excluding the vote  of  the Optionee  if he
     or she is a director or a stockholder)  that the Optionee has
     engaged in any acts involving dishonesty or moral turpitude or
     in any acts that materially and adversely affect the business,
     affairs or reputation of the Company or its subsidiaries;

(o)  "NSO"  means  any  option granted under this  Plan  whether
     designated  by  the  Committee  as  a  "non-qualified stock
     option," a "non-statutory stock option" or otherwise, other
     than an option designated by the Committee as an ISO, or any
     option  so  designated but which, for any reason, fails to
     qualify  as an ISO pursuant to Section 422 of the Code and
     the rules and regulations thereunder;

(p)  "Option"  means  an  option granted pursuant to this Plan
     entitling  the  option  holder to acquire  shares of Stock
     issued by the Company pursuant to the valid exercise of the
     option;

(q)  "Option  Agreement" means an agreement between the Company
     and  an Optionee, in form and substance satisfactory to  the
     Committee in its sole discretion, consistent with this Plan;

(r)  "Option  Price" with respect to any particular  Option
     means the exercise price at which the Optionee may acquire
     each share of the Option Stock called for under such Option;

(s)  "Option Stock" means Stock issued or issuable  by  the
     Company pursuant to the valid exercise of an Option;

(t)  "Optionee"  means  an  Eligible  Participant  to  whom
     Options are granted hereunder, and any transferee thereof
     pursuant to a Transfer authorized under this Plan;

(u)  "Plan" means this 2005 Stock Option Plan of the Company;

(v)  "QDRO" has the same meaning as "qualified domestic relations
     order" as defined in Section 414(p) of the Code;

(w)  "Stock"  means shares of the Company's Common Stock,  $0.001
     par value;


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(x)  "Subsidiary"   has   the   same   meaning   as   "Subsidiary
     Corporation" as defined in Section 424(f) of the Code;

(y)  "Transfer", with respect to Option Stock, includes,  without
     limitation,  a  voluntary or involuntary sale, assignment,
     transfer,  conveyance,  pledge, hypothecation, encumbrance,
     disposal,  loan,  gift, attachment or levy of such Option
     Stock; and

(z)  "Voluntary  Transfer"  means  any  Transfer other than an
     Involuntary Transfer.

3.   Eligibility. The Company may grant Options under this Plan
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     only to persons who are Eligible Participants as of the time
     of such grant.  Subject to the provisions of sections 4(d), 5
     and 6 hereof, there is no limitation on the number of Options
     that may be granted to an Eligible Participant.

4.   Administration.
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(a)  Committee. The Committee, if appointed by  the  Board,
     will administer this Plan.  If the Board, in its discretion,
     does  not  appoint such a Committee, the Board  itself will
     administer  this  Plan and take such other  actions as the
     Committee is authorized to take hereunder; provided that the
     Board may take such actions hereunder in the same manner as
     the  Board  may  take  other  actions under  the Company's
     articles of incorporation and by-laws generally.

(b)  Authority and Discretion  of Committee. The Committee will
     have full and final authority in its discretion, at any time
     and  from  time to time, subject only to the express terms,
     conditions and other provisions of the Company's articles of
     incorporation,  by-laws  and this  Plan,  and  the specific
     limitations on such discretion set forth herein:

     (i)  to  select and approve the persons who will be  granted
          Options   under  this  Plan from among  the Eligible
          Participants,  and to grant to any person  so selected
          one  or  more Options to purchase such number of shares
          of Option Stock as the Committee may determine;

     (ii) to determine the period or periods of time during which
          Options may be exercised, the Option Price  and  the
          duration of such Options, and other matters to  be
          determined   by  the  Committee  in  connection  with
          specific   Option  grants  and  Option  Agreements as
          specified under this Plan;

     (iii) to  interpret this Plan, to prescribe, amend  and
          rescind   rules and regulations relating to this  Plan,
          and  to  make  all  other determinations  necessary  or
          advisable for the operation and administration of  this
          Plan; and

     (iv) to delegate all or a portion of its authority under
          subsections (i) and (ii) of this section 4(b) to one or
          more directors of the Company who are officers of the
          Company, but only in connection with   Options granted to
          Eligible Participants who are not officers or  directors
          of  the Company, and subject to  such restrictions  and


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          limitations (such as the  aggregate number  of  shares of
          Option Stock called for  by  such Options that may be
          granted) as  the  Committee  may decide to impose on such
          delegate directors.

(c)  Limitation on Authority.  Notwithstanding  the foregoing, or
     any other provision  of this Plan, the Committee will have no
     authority to grant Options to any of its members, unless
     approved by the Board.

(d)  Designation  of  Options.   Except  as otherwise  provided
     herein,  the  Committee will designate any Option granted
     hereunder either as an ISO or as an NSO.  To the extent that
     the Fair Market Value (determined at the time the Option  is
     granted) of  Stock  with respect  to  which  all ISOs  are
     exercisable for the first time by any individual during any
     calendar year (pursuant to this Plan and all other plans of
     the  Company and/or its subsidiaries) exceeds $100,000, such
     option  will  be  treated  as an NSO.   Notwithstanding the
     general  eligibility  provisions of section 3 hereof, the
     Committee  may grant ISOs only to persons who are  employees
     of the Company and/or its subsidiaries.

(e)  Option Agreements.  Options will be deemed granted hereunder
     only upon the execution and delivery of an Option Agreement by
     the  Optionee and a duly authorized officer of the  Company.
     Options will not be deemed granted hereunder merely upon the
     authorization of such grant by the Committee.

5.   Shares Reserved for Options.
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(a)  Option Pool.  The aggregate number of shares of Option Stock
     that may be issued pursuant to the exercise of Options granted
     under this Plan will not exceed One Million (1,000,000) (the
     "Option Pool"), provided that such number will be increased by
     the  number  of  shares  of Option Stock  that  the  Company
     subsequently may reacquire through repurchase or  otherwise.
     Shares of Option Stock that would have been issuable pursuant to
     Options, but that are no longer issuable because all or part of
     those Options have terminated or expired, will be deemed not to
     have been issued for purposes of computing the number of shares
     of Option Stock remaining in the Option Pool and available for
     issuance.

(b)  Adjustments  Upon  Changes in Stock.  In the  event  of  any
     change  in the outstanding Stock of the Company as a  result
     of  a  stock  split,  reverse stock split,  stock  dividend,
     recapitalization,     combination    or    reclassification,
     appropriate proportionate adjustments will be made in:

     (i)  the aggregate  number  of  shares of  Option  Stock  in
          the Option Pool that may be issued pursuant to the exercise
          of Options granted hereunder;

    (ii)  the Option Price and the number of shares of Option Stock
          called for in each outstanding Option granted hereunder; and

   (iii)  other rights and matters determined on a  per share basis
          under this Plan of any  Option  Agreement hereunder.


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     Any such  adjustments will be made only by the  Board, and
     when  so made will be effective, conclusive and binding  for
     all  purposes with respect to this Plan and all Options then
     outstanding. No such adjustments will be required by reason
     of  the  issuance or sale by the Company for cash  or  other
     consideration  of  additional  shares  of its Stock or
     securities  convertible into or exchangeable for  shares of
     its Stock.

 6.  Terms  of  Stock  Option Agreements.   Each  Option granted
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     pursuant to this Plan will be evidenced by an agreement (an
     "Option  Agreement") between the Company and the  person to
     whom such  Option  is  granted,  in  form  and  substance
     satisfactory to  the Committee  in  its  sole  discretion,
     consistent  with this Plan. Without limiting the  foregoing,
     each Option Agreement (unless otherwise stated therein) will
     be deemed to include the following terms and conditions:

(a)  Covenants  of Optionee.  At the discretion of the Committee,
     the person to whom an Option is granted hereunder, as a condition
     to the granting of the Option, must execute and deliver to the
     Company a confidential information agreement approved by the
     Committee.  Nothing contained in this Plan, any Option Agreement
     or  in  any other agreement executed in connection with  the
     granting  of an Option under this Plan will confer upon  any
     Optionee any right with respect to the continuation of his or her
     status as an employee of, consultant or independent contractor
     to, or director of, the Company or its subsidiaries.

(b)  Vesting  Periods. Except as otherwise provided herein,  each
     Option Agreement may specify the period or periods of time within
     which  each  Option  or portion thereof  will  first  become
     exercisable (the "Vesting Period") with respect to the total
     number of shares of Option Stock called for thereunder  (the
     "Total Award Option Stock"). Such Vesting Periods will be fixed
     by the Committee in its discretion, and may be accelerated or
     shortened by the Committee in its discretion.

(c)  Exercise of the Option.

     (i)  Mechanics and Notice.  An Option may be exercised to
          the extent exercisable (1) by giving written notice  of
          exercise to the Company, specifying the  number of full
          shares of Option Stock to be purchased  and accompanied
          by full payment of the Option Price thereof and the
          amount  of  withholding  taxes  pursuant   to subsection
          6(c)(ii) below; and (2) by giving assurances satisfactory
          to the Company that the shares  of  Option Stock  to  be
          purchased upon such exercise  are  being purchased for
          investment and not with a view to  resale in  connection
          with any distribution of such shares  in violation of the
          1933 Act; provided, however,  that  in the  event the Option
          Stock called for under the Option is  registered  under the
          1933 Act,  or  in  the  event resale  of  such Option Stock
          without such registration  would  otherwise be permissible,
          this second  condition will  be inoperative if, in the
          opinion of counsel  for the  Company, such condition is
          not required under  the 1933  Act,  or any other applicable
          law, regulation  or rule of any governmental agency.


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    (ii)  Withholding  Taxes.  As a condition  to  the issuance  of
          the shares of Option Stock upon  full  or partial exercise
          of an NSO granted under this Plan, the Optionee  will pay
          to the Company in cash, or  in  such other  form  as  the
          Committee may determine  in  its discretion, the amount of
          the Company's tax withholding liability  required in
          connection with  such  exercise.  For  purposes  of this
          subsection 6(c)(ii), "tax withholding liability" will mean
          all federal and  state income taxes, social security tax,
          and any other taxes applicable to the compensation income
          arising from  the transaction required by applicable law
          to be  withheld by the Company.

(d)  Payment  of Option Price.  Each Option Agreement  will specify
     the  Option Price with respect to the  exercise  of Option Stock
     thereunder, to be fixed by the Committee in its discretion, but
     in no event will the Option Price for an ISO granted hereunder be
     less than the Fair Market Value (or, in case  the  Optionee is a
     10% Stockholder,  one  hundred  ten percent  (110%)  of such Fair
     Market Value)  of  the  Option  Stock  at  the  time such ISO is
     granted.  The Option Price will  be payable to the Company in
     United States dollars  in cash  or by check or, such other legal
     consideration as  may  be approved by the Committee, in its
     discretion.

(e)  Termination  of  the  Option.  Except as otherwise  provided
     herein,  each  Option Agreement will specify the  period  of
     time, to be fixed by the Committee in its discretion, during
     which the Option granted therein will be exercisable, not to
     exceed ten (10) years from the date of grant in the case of
     an  ISO  (the  "Option Period"); provided that the Option
     Period will not exceed five (5) years from the date of grant
     in  the case of an ISO granted to a 10% Stockholder. To the
     extent  not previously exercised, each Option will terminate
     upon  the expiration of the Option Period specified in the
     Option   Agreement; provided, however, that each such Option
     will terminate, if earlier:  (i) ninety (90) days after  the
     date  that the Optionee ceases to be an Eligible Participant
     for any reason, other than by reason of death or disability
     or a  Just Cause Termination; (ii) twelve (12) months after
     the date   that  theOptionee  ceases  to  be  an  Eligible
     Participant  by reason of such person's death or disability;
     or (iii) immediately as of the date that the Optionee ceases
     to  be  an  Eligible Participant by reason of a Just  Cause
     Termination.   In the event of a merger or consolidation or
     other  reorganization (a "Corporate Transaction") in  which
     the  Company is not the surviving corporation, or in which
     the  Company  becomes  a subsidiary of another  corporation,
     then  notwithstanding anything else herein, the  right to
     exercise  all then outstanding Options will vest immediately
     prior  to  such  Corporate Transaction  and  will  terminate
     immediately  after  such Corporate  Transaction;  provided,
     however,   that  if  the  Board,  in  its  sole  discretion,
     determines  that  such immediate vesting  of  the  right to
     exercise outstanding Options is not in the best interests of
     the  Company, then the successor corporation must agree to
     assume   the  outstanding  Options  or  substitute  therefor
     comparable options of such successor corporation or a parent
     or subsidiary of such successor corporation.

(f)  Options Nontransferable.  No Option   will   be transferable
     by the Optionee otherwise than by will or the laws of descent
     and distribution, or in the case of an NSO,  pursuant to a
     be  exercisable only by him  or  her,  or  the transferee of
     an NSO if it was transferred pursuant to a QDRO.


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(g)  Qualification of Stock.  The right to exercise an  Option
     will  be further subject to the requirement that if at any
     time  the  Board  determines, in its  discretion,  that  the
     listing,  registration or qualification of the  shares of
     Option  Stock  called  for thereunder  upon any  securities
     exchange or under any state or federal law, or the  consent
     or approval of any governmental regulatory  authority, is
     necessary  or  desirable as a condition of or in connection
     with  the granting of such Option or the purchase of shares
     of Option Stock thereunder, the Option may not be exercised,
     in whole or in  part,  unless  and until such listing,
     registration, qualification, consent or approval is effected
     or  obtained  free of any conditions not acceptable to the
     Board, in its discretion.

(h)  Restrictions on Transfer of Option Stock.

     (i)  General Rules on Permissible Transfer of Option  Stock.
          Option Stock may be Transferred only after compliance
          with the specific limitations on the Transfer of Option
          Stock set forth below with respect to restrictions upon
          Transfer imposed by applicable state federal securities
          laws, and  certain  undertakings  of the  transferee
          (subsection 6(h)(iii)).  All Transfers of Option Stock
          not meeting the conditions set forth in this subsection
          6(h) are expressly prohibited.

     (ii) Effect of  Prohibited  Transfer.    Any  prohibited
          Transfer, whether Voluntary or Involuntary, is void and
          of no effect.  Should such a Transfer purport to occur,
          the Company may refuse to carry out the Transfer on its
          books,  attempt to set aside the Transfer, enforce any
          undertaking  or  right under this subsection 6(h), or
          exercise any other legal or equitable remedy.

     (iii)  Required  Undertaking.  Any  Transfer  that  would
          otherwise be permitted under the terms of this Plan is
          prohibited  unless the  transferee   executes   such
          documents as  the  Company may reasonably  require  to
          ensure  that  the  Company's  rights  under  an  Option
          Agreement  and this Plan are adequately protected  with
          respect  to  the Option Stock  so  Transferred.  Such
          agreements may  include,  without  limitation,  the
          transferee's agreement to be bound by all of the terms
          of  this  Plan, and of the applicable Option Agreement,
          as if he or she were the original Optionee.

     (iv) Intentionally Left Blank.

      (v) Intentionally Left Blank.

     (vi) Intentionally Left Blank.

    (vii) Intentionally Left Blank.

(i)  Additional  Restrictions on Transfer.  By accepting  Options
     and/or  Option Stock under this Plan, the Optionee will be
     deemed to represent, warrant and agree as follows:

          (i)   Securities Act of 1933.  The Optionee understands
          that the  shares  of  Option Stock  have  not been
          registered under the 1933 Act, and that such shares are


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          not  freely  tradeable  and must be  held  indefinitely
          unless such shares are either registered under the 1933
          Act   or   an  exemption  from  such  registration is
          available. The Optionee understands that the Company is
          under no obligation to register the shares of  Option
          Stock.

          (ii)   Other Applicable Laws.  The Optionee further
          understands that Transfer of the Option Stock  requires
          full  compliance with the provisions of all  applicable
          laws.

          (iii)  Investment Intent.  (1) Upon exercise of  any
          Option, the Optionee will purchase the Option Stock for
          his  or  her  own  account  and not with  a view  to
          distribution within the meaning of the 1933 Act,  other
          than as may be effected in compliance with the 1933 Act
          and  the  rules and regulations promulgated thereunder;
          (2)  no  one else will have any beneficial interest in
          the  Option  Stock; and (3) he or she  has no present
          intention  of  disposing of the  Option  Stock at  any
          particular time.

(j)  Compliance with Law.  Notwithstanding any other provision of
     this Plan, Options may be granted pursuant to this Plan, the
     Option Stock may be issued pursuant to the exercise thereof by
     an Optionee,  only  after there has been compliance with all
     applicable federal and state securities laws, and all of the
     same will be subject to this overriding condition.  The Company
     will not be required to register or qualify Option Stock with
     the Securities and Exchange Commission or any State agency,
     except that the Company will register with, or as required by
     local law, file  for  and  secure an exemption from  such
     registration requirements from, the applicable securities
     administrator and other  officials of each jurisdiction in
     which  an  Eligible Participant would be granted an Option
     hereunder prior to such grant.

(k)  Stock Certificates.  Certificates representing  the  Option
     Stock  issued pursuant to the exercise of Options will  bear
     all legends required by law and necessary to effectuate this
     Plan's  provisions.  The Company may place a "stop transfer"
     order against shares  of  the  Option  Stock  until  all
     restrictions and conditions set forth in this  Plan  and  in
     the  legends  referred  to in this section  6(k)  have  been
     complied with.

(l)  Market Standoff.  To the extent requested by the Company and
     any underwriter of securities of the Company in connection
     with a firm commitment underwriting, no Holder of any shares
     of Restricted Stock will sell or otherwise Transfer any such
     shares not included in such underwriting, or not previously
     registered pursuant to a registration statement filed  under
     the 1933 Act, during the one hundred twenty (120) day period
     following the effective date of the registration statement
     filed  with  the  Securities  and  Exchange  Commission in
     connection with such offering.

(m)  Notices.   Any notice to be given to the Company  under the
     terms  of  an  Option  Agreement will be  addressed to the
     Company   at  its  principal  executive  office,  Attention:
     Corporate Secretary, or at such other address as the Company
     may designate in writing. any notie to be given to an
     Optionee  will be addressed to the Optionee at  the address
     provided  to  the Company by the Optionee.  Any such  notice
     will  be deemed to have been duly given if and when enclosed
     in  a  properly  sealed  envelope, addressed  as  aforesaid,


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<PAGE>


     registered and deposited, postage and registry fee  prepaid,
     in  a post office or branch post office regularly maintained
     by the United States Government.

(n)  Other  Provisions.  The Option Agreement  may  contain  such
     other terms, provisions and conditions, including restrictions
     on  the Transfer of Option Stock  issued  upon exercise  of any
     Options granted hereunder, not inconsistent with this Plan, as
     may be determined by the Committee in its sole discretion.

 7.  Proceeds from Sale of Stock.  Cash proceeds from the sale of
     ---------------------------
     shares  of  Option Stock issued from time to time  upon  the
     exercise  of Options granted pursuant to this Plan will be
     added  to the general funds of the Company and as such  will
     be used from time to time for general corporate purposes.

8.   Modification, Extension and Renewal of Options.  Subject  to
     ----------------------------------------------
     the terms and conditions and within the limitations of this Plan,
     the Committee may modify, extend or renew outstanding Options
     granted under this Plan, or accept the surrender of outstanding
     Options (to the extent not theretofore exercised) and authorize
     the granting of new Options in substitution therefor (to the
     extent  not  theretofore  exercised).   Notwithstanding  the
     foregoing, however, no modification of any Option will, without
     the consent of the holder of the Option, alter or impair any
     rights or obligations under any Option theretofore granted under
     this Plan.

9.   Amendment and Discontinuance.  The Board may amend,  suspend
     ----------------------------
     or  discontinue this Plan at any time or from time to  time;
     provided that no action of the Board will cause ISOs granted
     under this Plan not to comply with Section 422 of the Code unless
     the Board specifically declares such action to be made for that
     purpose and provided further that no such action may, without the
     approval of the stockholders of the Company, increase (other than
     by reason of an adjustment pursuant to section 5(b) hereof) the
     maximum aggregate number of shares of Option Stock in the Option
     Pool that may be issued under Options granted pursuant to this
     Plan. Moreover, no such action may alter or impair any Option
     previously granted under this Plan without the consent of the
     holder of such Option.

10.  Information to Optionees.  Prior to the termination or  full
     ------------------------
     exercise of an Option granted under this Plan, the  Company
     annually will  make available to each  holder  of  such  an
     Option the Company's financial statements (which statements
     need not be audited). At the discretion of the  Board,  an
     Optionee (and any investment advisers to whom the Optionee
     proposes to make such information available) may be required
     to  sign an agreement prohibiting disclosure or use of such
     financial information for any purpose whatsoever (other than
     determining whether to exercise an Option.

11.  Copies  of  Plan.  A copy of this Plan will be delivered  to
     ----------------
     each  Optionee at or before the time he or she  executes  an
     Option Agreement.

Date Plan Approved by Board of Directors: December 20, 2005.
Date Plan Approved by Stockholders: December 20, 2005.



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