[EXHIBIT 10.6]

                 SIX DIAMOND RESORTS INTERNATIONAL

                     2007 STOCK INCENTIVE PLAN

       1.   Purposes of the Plan.  The purposes of this Stock Incentive
            --------------------
Plan are to attract and retain the best available personnel, to
provide additional incentive to Employees, Directors and Consultants
and to promote the success of the Corporation's business.

       2.   Definitions.
            -----------

            2.01.  Certain Defined Terms. As used herein, the following
                   ---------------------
definitions shall apply:

                   "Administrator" means the Board or any of the
                    -------------
Committees appointed to administer the Plan.

                   "Affiliate" and "Associate" shall have the respective
                    ---------       ---------
meanings ascribed to such terms in Rule 12b-2 promulgated under the
Exchange Act.

                   "Applicable Laws" means the legal requirements
                    ---------------
relating to the administration of stock incentive plans, if any, under
applicable provisions of federal securities laws, state corporate and
securities laws, the Code, the rules of any applicable stock exchange
or national market system, and the rules of any foreign jurisdiction
applicable to Awards granted to residents therein.

                   "Assumed" means that (i) pursuant to a Corporate
                    -------
Transaction (as defined in section (i), (ii), or (iii) of the
definition of such term) or a Related Entity Disposition, the
contractual obligations represented by the Award are assumed by the
successor entity or its Parent in connection with the Corporate
Transaction or Related Entity Disposition or (ii) pursuant to a
Corporate Transaction (as defined in sections (iv) or (v) of the
definition of such term), the Award is affirmed by the Corporation.
The Award shall not be deemed "Assumed" for purposes of terminating
the Award (in the case of a Corporate Transaction) and the termination
of the Continuous Service of the Grantee (in the case of a Related
Entity Disposition) if pursuant to a Corporate Transaction or a
Related Entity Disposition the Award is replaced with a comparable
award with respect to shares of capital stock of the successor entity
or its Parent.  However, for purposes of determining whether the
vesting of the Award accelerates, the Award shall be deemed "Assumed"
if the Award is replaced with such a comparable stock award or the
Award is replaced with a cash incentive program of the successor
entity or Parent thereof which preserves the compensation element of
such Award existing at the time of the Corporate Transaction or
Related Entity Disposition and provides for subsequent payout in
accordance with the same vesting schedule applicable to such Award.

The determination of Award comparability shall be made by the
Administrator and its determination shall be final, binding and
conclusive.

                   "Award" means the grant of an Option, SAR, Dividend
                    -----
Equivalent Right, Restricted Stock, Performance Unit, Performance
Share, or other right or benefit under the Plan.



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                   "Award Agreement" means the written agreement
                    ---------------
evidencing the grant of an Award executed by the Corporation and the
Grantee, including any amendments thereto.

                   "Board" means the Board of Directors of the
                    -----
Corporation.

                   "Cause" means, with respect to the termination by the
                    -----
Corporation or a Related Entity of the Grantee's Continuous Service,
that such termination is for "Cause" as such term is expressly defined
in a then-effective written agreement between the Grantee and the
Corporation or such Related Entity, or in the absence of such then-
effective written agreement and definition, is based on, in the
determination of the Administrator, the Grantee's: (i) performance of
any act or failure to perform any act in bad faith and to the
detriment of the Corporation or a Related Entity; (ii) dishonesty,
intentional misconduct or material breach of any agreement with the
Corporation or a Related Entity; or (iii) commission of a crime
involving dishonesty, breach of trust, or physical or emotional harm
to any person.

                   "Change in Control" means a change in ownership or
                    -----------------
control of the Corporation after the Registration Date effected
through either of the following transactions: (i) the direct or
indirect acquisition by any person or related group of persons (other
than an acquisition from or by the Corporation or by a Corporation-
sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control
with, the Corporation) of beneficial ownership (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders which a majority
of the Continuing Directors who are not Affiliates or Associates of
the offeror do not recommend such stockholders accept, or (ii) a
change in the composition of the Board over a period of thirty-six
(36) months or less such that a majority of the Board members (rounded
up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of
individuals who are Continuing Directors.

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

                   "Committee" means any committee appointed by the Board
                    ---------
to administer the Plan.

                   "Common Stock" means the common stock of the
                    ------------
Corporation.

                   "Corporation" means Six Diamond Resorts International
                    -----------
a Cayman corporation.

                   "Consultant" means any person (other than an Employee
                    ----------
or a Director, solely with respect to rendering services in such
person's capacity as a Director) who is engaged by the Corporation or
any Related Entity to render consulting or advisory services to the
Corporation or such Related Entity.

                   "Continuing Directors" means members of the Board who
                    --------------------
either (i) have been Board members continuously for a period of at
least thirty-six (36) months or (ii) have been Board members for less
than thirty-six (36) months and were elected or nominated for election


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as Board members by at least a majority of the Board members described
in clause (i) who were still in office at the time such election or
nomination was approved by the Board.

                   "Continuous Service" means that the provision of
                    ------------------
services to the Corporation or a Related Entity 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 among the
Corporation, any Related Entity, or any successor, 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 Corporation or a
Related Entity 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 Non-Qualified Stock Option on the day three (3) months and one
(1) day following the expiration of such ninety (90) day period.

                   "Corporate Transaction" means any of the following
                    ---------------------
transactions: (i) a merger or consolidation in which the Corporation
is not the surviving entity, except for a transaction the principal
purpose of which is to change the state in which the Corporation is
incorporated; (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation (including the
capital stock of the Corporation's subsidiary corporations); (iii)
approval by the Corporation's stockholders of any plan or proposal for
the complete liquidation or dissolution of the Corporation; (iv) any
reverse merger in which the Corporation is the surviving entity but in
which securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities are
transferred to a person or persons different from those who held such
securities immediately prior to such merger; or (v) acquisition by any
person or related group of persons (other than the Corporation or by a
Corporation-sponsored employee benefit plan) of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities (whether or not in a
transaction also constituting a Change in Control) but excluding any
such transaction that the Administrator determines shall not be a
Corporate Transaction.

                   "Covered Employee" means an Employee who is a "covered
                    ----------------
employee" under Section 162(m)(3) of the Code.

                   "Director" means a member of the Board or the board of
                    --------
directors of any Related Entity.

                   "Disability" means as defined under the long-term
                    ----------
disability policy of the Corporation or the Related Entity to which
the Grantee provides services regardless of whether the Grantee is
covered by such policy. If the Corporation or the Related Entity to
which the Grantee provides service does not have a long-term
disability plan in place, "Disability" means that a Grantee is unable
to carry out the responsibilities and functions of the position held
by the Grantee by reason of any medically determinable physical or
mental impairment. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion.


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                   "Dividend Equivalent Right" means a right entitling
                    -------------------------
the Grantee to compensation measured by dividends paid with respect to
Common Stock.

                   "Employee" means any person, including an Officer or
                    --------
Director, who is in the employ of the Corporation or any Related
Entity, subject to the control and direction of the Corporation or any
Related Entity as to both the work to be performed and the manner and
method of performance. The payment of a director's fee by the
Corporation or a Related Entity shall not be sufficient to constitute
"employment" by the Corporation.

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

                   "Fair Market Value" means, as of any date, the value
                    -----------------
of Common Stock determined as follows: (i) where there exists a public
market for the Common Stock, the Fair Market Value shall be (A) the
closing price for a Share on the date of the determination (or, if no
closing price was reported on that date, on the last trading date on
which a closing price was reported) on the stock exchange determined
by the Administrator to be the primary market for the Common Stock or
the NASDAQ National Market, whichever is applicable or (B) if the
Common Stock is not traded on any such exchange or national market
system, the average of the closing bid and asked prices of a Share on
the NASDAQ Small Cap Market on the date of the determination (or, if
no such prices were reported on that date, on the last date on which
such prices were reported), in each case, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable; or (ii) in the absence of an established market for the
Common Stock of the type described in (i), above, the Fair Market
Value thereof shall be determined by the Administrator in good faith.

                   "Good Reason" means the occurrence after a Corporate
                    -----------
Transaction, Change in Control or Related Entity Disposition of any of
the following events or conditions unless consented to by the Grantee
(and the Grantee shall be deemed to have consented to any such event
or condition unless the Grantee provides written notice of the
Grantee's non-acquiescence within 30 days of the effective time of
such event or condition): (i) a change in the Grantee's
responsibilities or duties which represents a material and substantial
diminution in the Grantee's responsibilities or duties as in effect
immediately preceding the consummation of a Corporate Transaction,
Change in Control or Related Entity Disposition; (ii) a reduction in
the Grantee's base salary to a level below that in effect at any time
within six (6) months preceding the consummation of a Corporate
Transaction, Change in Control or Related Entity Disposition or at any
time thereafter; or (iii) requiring the Grantee to be based at any
place outside a [____]-mile radius from the Grantee's job location
prior to the Corporate Transaction, Change in Control or Related
Entity Disposition except for reasonably required travel on business
which is not materially greater than such travel requirements prior to
the Corporate Transaction, Change in Control or Related Entity
Disposition.

                   "Grantee" means an Employee, Director or Consultant
                    -------
who receives an Award under the Plan.

                   "Immediate Family" 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 the Grantee's household (other than
a tenant or employee), a trust in which these persons (or the Grantee)
have more than fifty percent (50%) of the beneficial interest, a


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foundation in which these persons (or the Grantee) control the
management of assets, and any other entity in which these persons (or
the Grantee) own more than fifty percent (50%) of the voting
interests.

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

                   "Non-Qualified Stock Option" means an Option not
                    --------------------------
intended to qualify as an Incentive Stock Option.

                   "Officer" means a person who is an officer of the
                    -------
Corporation or a Related Entity within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated thereunder.

                   "Option" means an option to purchase Shares pursuant
                    ------
to an Award Agreement granted under the Plan.

                   "Parent" means a "parent corporation," whether now or
                    ------
hereafter existing, as defined in Section 424(e) of the Code.

                   "Performance-Based Compensation" means compensation
                    ------------------------------
qualifying as "performance-based compensation" under Section 162(m) of
the Code.

                   "Performance Shares" means Shares or an Award
                    ------------------
denominated in Shares which may be earned in whole or in part upon
attainment of performance criteria established by the Administrator.

                   "Performance Units" means an Award which may be earned
                    -----------------
in whole or in part upon attainment of performance criteria
established by the Administrator and which may be settled for cash,
Shares or other securities or a combination of cash, Shares or other
securities as established by the Administrator.

                   "Plan" means this 2007 Stock Incentive Plan.
                    ----

                   "Registration Date" means the first to occur of (i)
                    -----------------
the closing of the first sale to the general public pursuant to a
registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, of (A) the Common Stock or (B) the same class of
securities of a successor corporation (or its Parent) issued pursuant
to a Corporate Transaction in exchange for or in substitution of the
Common Stock; and (ii) in the event of a Corporate Transaction, the
date of the consummation of the Corporate Transaction if the same
class of securities of the successor corporation (or its Parent)
issuable in such Corporate Transaction shall have been sold to the
general public pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or prior to the date of
consummation of such Corporate Transaction.

                   "Related Entity" means any Parent, Subsidiary and any
                    --------------
business, corporation, partnership, limited liability company or other
entity in which the Corporation, a Parent or a Subsidiary holds a
substantial ownership interest, directly or indirectly.


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                   "Related Entity Disposition" means the sale,
                    --------------------------
distribution or other disposition by the Corporation, a Parent or a
Subsidiary of all or substantially all of the interests of the
Corporation, a Parent or a Subsidiary in any Related Entity effected
by a sale, merger or consolidation or other transaction involving that
Related Entity or the sale of all or substantially all of the assets
of that Related Entity, other than any Related Entity Disposition to
the Corporation, a Parent or a Subsidiary.

                   "Restricted Stock" means Shares issued under the Plan
                    ----------------
to the Grantee 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 Administrator.

                   "Rule 16b-3" means Rule 16b-3 promulgated under the
                    ----------
Exchange Act or any successor thereto.

                   "SAR" means a stock appreciation right entitling the
                    ---
Grantee to Shares or cash compensation, as established by the
Administrator, measured by appreciation in the value of Common Stock.

                   "Share" means a share of the Common Stock.
                    -----

                   "Subsidiary" means a "subsidiary corporation," whether
                    ----------
now or hereafter existing, as defined in Section 424(f) of the Code.

             2.02. Other Defined Terms. Other capitalized terms not
                   -------------------
defined above in Section 2.01 of this plan shall have the meanings
provided elsewhere in this plan.

       3.   Stock Subject to the Plan.
            -------------------------

            3.01.      Fixed Share Limit.  Subject to the provisions of
                       -----------------
Section 10, below, the maximum aggregate number of Shares which may be
issued pursuant to all Awards (including Incentive Stock Options) is
Four Million (4,000,000) Shares. The Shares to be issued pursuant to
Awards may be authorized, but unissued, or reacquired Common Stock.

            3.02.      Shares Deemed Not Issued.  Any Shares covered by an
                       ------------------------

Award (or portion of an Award) which is forfeited or canceled, expires
or is settled in cash, shall be deemed not to have been issued for
purposes of  determining the maximum aggregate number of Shares which
may be issued under the Plan. Shares that actually have been issued
under the Plan pursuant to an Award shall not be returned to the Plan
and shall not become available for future issuance under the Plan,
except that if unvested Shares are forfeited, or repurchased by the
Corporation at their original purchase price, such Shares shall become
available for future grant under the Plan.

       4.   Administration of the Plan.
            --------------------------

            4.01.      Plan Administrator.
                       ------------------

                   (a) Administration with Respect to Directors and
                       --------------------------------------------
Officers. With respect to grants of Awards to Directors or Employees
--------
who are also Officers or Directors of the Corporation, the Plan shall


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be administered by (i) the Board or (ii) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to
satisfy the Applicable Laws and to permit such grants and related
transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such
Committee shall continue to serve in its designated capacity until
otherwise directed by the Board.

                    (b)	Administration with Respect to Consultants and
                        ----------------------------------------------
Other Employees.  With respect to grants of Awards to Employees or
---------------
Consultants who are neither Directors nor Officers of the Corporation,
the Plan shall be administered by (i) the Board or (ii) a Committee
designated by the Board, which Committee shall be constituted in such
a manner as to satisfy the Applicable Laws. Once appointed, such
Committee shall continue to serve in its designated capacity until
otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the
Board determines from time to time.

                    (c)	Administration with Respect to Covered Employees.
                        ------------------------------------------------
Notwithstanding the foregoing, grants of Awards to any Covered
Employee intended to qualify as Performance-Based Compensation shall
be made only by a Committee (or subcommittee of a Committee) which is
comprised solely of two or more Directors eligible to serve on a
committee making Awards qualifying as Performance-Based Compensation.
In the case of such Awards granted to Covered Employees, references to
the "Administrator" or to a "Committee" shall be deemed to be
references to such Committee or subcommittee.

                    (d)	Administration Errors.  In the event an Award is
                        ---------------------
granted in a manner inconsistent with the provisions of this Section
4.01, such Award shall be presumptively valid as of its grant date to
the extent permitted by the Applicable Laws.

            4.02.   Powers of the Administrator.  Subject to Applicable
                    ---------------------------
Laws and the provisions of the Plan (including any other powers given
to the Administrator hereunder), and except as other wise provided by
the Board, the Administrator shall have the authority, in its
discretion:

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

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

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

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

                    (e)	to determine the terms and conditions of any
Award granted hereunder;

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


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                    (g)	to construe and interpret the terms of the Plan
and Awards, including with out limitation, any notice of Award or
Award Agreement, granted pursuant to the Plan;

                    (h)	to establish additional terms, conditions, rules
or procedures to accommodate the rules or laws of applicable foreign
jurisdictions and to afford Grantees favorable treatment under such
rules or laws; provided, however, that no Award shall be granted under
any such additional terms, conditions, rules or procedures with terms
or conditions which are inconsistent with the provisions of the Plan;
and

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

       5.	Eligibility.  Awards other than Incentive Stock Options may
                -----------
be granted to Employees, Directors and Consultants. Incentive Stock
Options may be granted only to Employees of the Corporation, a Parent
or a Subsidiary. An Employee, Director or Consultant who has been
granted an Award may, if otherwise eligible, be granted additional
Awards. Awards may be granted to such Employees, Directors or
Consultants who are residing in foreign jurisdictions as the
Administrator may determine from time to time.

       6.   Terms and Conditions of Awards.
            ------------------------------

            6.01.   Type of Awards.  The Administrator is authorized under
                    --------------
the Plan to award any type of arrangement to an Employee, Director or
Consultant that is not inconsistent with the provisions of the Plan
and that by its terms involves or might involve the issuance of (i)
Shares, (ii) an Option, a SAR, or similar right with a fixed or
variable price related to the Fair Market Value of the Shares and with
an exercise or conversion privilege related to the passage of time,
the occurrence of one or more events, or the satisfaction of
performance criteria or other conditions, or (iii) any other security
with the value derived from the value of the Shares. Such awards
include, without limitation, Options, SARs, or sales or bonuses of
Restricted Stock, Dividend Equivalent Rights, Performance Units or
Performance Shares, and an Award may consist of one such security or
benefit, or two (2) or more of them in any combination or alternative.

            6.02.   Designation of Award.  Each Award shall be designated
                    --------------------
in the Award Agreement.  In the case of an Option, the Option shall be
designated as either an Incentive Stock Option or a Non-Qualified
Stock Option. However, notwithstanding such designation, to the extent
that the aggregate Fair Market Value of Shares subject to Options
designated as Incentive Stock Options which become exercisable for the
first time by a Grantee during any calendar year (under all plans of
the Corporation or any Parent or Subsidiary) exceeds $100,000, such
excess Options, to the extent of the Shares covered thereby in excess
of the foregoing limitation, shall be treated as Non-Qualified Stock
Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the grant date of the
relevant Option.

            6.03.   Conditions of Award.  Subject to the terms of the
                    -------------------
Plan, the Administrator shall determine the provisions, terms, and
conditions of each Award including, but not limited to, the Award
vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other


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consideration) upon settlement of the Award, payment contingencies,
and satisfaction of any performance criteria. The performance criteria
established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total
stockholder return, return on equity, return on assets, return on
investment, net operating income, cash flow, revenue, economic value
added, personal management objectives, or other measure of performance
selected by the Administrator. Partial achievement of the specified
criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement.

            6.04.   Acquisitions and Other Transactions.  The
                    -----------------------------------
Administrator may issue Awards under the Plan in settlement,
assumption or substitution for, outstanding awards or obligations to
grant future awards in connection with the Corporation or a Related
Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.

            6.05    Deferral of Award Payment.  The Administrator may
                    -------------------------
establish one or more programs under the Plan to permit selected
Grantees the opportunity to elect to defer receipt of consideration
upon exercise of an Award, satisfaction of performance criteria, or
other event that absent the election would entitle the Grantee 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 Administrator). The Administrator 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 Administrator deems
advisable for the administration of any such deferral program.

            6.06.   Separate Programs.  The Administrator 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 Grantees
on such terms and conditions as determined by the Administrator from
time to time.

            6.07.   Individual Option and SAR Limit.  There shall be no
                    -------------------------------
limit to the maximum number of Shares with respect to which Options
and SARs may be granted to any Grantee in any fiscal year of the
Corporation, except to the extent required by Section 162(m) of the
Code or the regulations thereunder.

            6.08.   Early Exercise.  The Award Agreement may, but need
                    --------------
not, include a provision whereby the Grantee may elect at any time
while an Employee, Director or Consultant to exercise any part or all
of the Award prior to full vesting of the Award. Any unvested Shares
received pursuant to such exercise may be subject to a repurchase
right in favor of the Corporation or a Related Entity or to any other
restriction the Administrator determines to be appropriate.

            6.09.   Term of Award.  The term of each Award shall be the
                    -------------
term stated in the Award Agreement, provided, however, that the term
of an Incentive Stock Option shall be no more than ten (10) years from
the date of grant thereof. However, in the case of an Incentive Stock
Option granted to a Grantee who, at the time the Option is granted,
owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Corporation or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5)


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years from the date of grant thereof or such shorter term as may be
provided in the Award Agreement.

            6.10.   Transferability of Awards.  Incentive Stock Options
                    -------------------------
may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent
or distribution and may be exercised, during the lifetime of the
Grantee, only by the Grantee; provided, however, that the Grantee may
designate a beneficiary of the Grantee's Incentive Stock Option in the
event of the Grantee's death on a beneficiary designation form
provided by the Administrator. Other Awards shall be transferred by
will and by the laws of descent and distribution, and during the
lifetime of the Grantee, by gift and/or pursuant to a domestic
relations order to members of the Grantee's Immediate Family to the
extent and in the manner determined by the Administrator.

            6.11.   Time of Granting Awards.  The date of grant of an
                    -----------------------
Award shall for all purposes be the date on which the Administrator
makes the determination to grant such Award, or such other date as is
determined by the Administrator. Notice of the grant determination
shall be given to each Employee, Director or Consultant to whom an
Award is so granted within a reasonable time after the date of such
grant.

       7.   Award Exercise or Purchase Price, Consideration and Taxes.
            ---------------------------------------------------------

            7.01.   Exercise or Purchase Price.  The exercise or purchase
                    --------------------------
price, if any, for an Award shall be as follows:

                    (a)	In the case of an Incentive Stock Option:

                        (i)   granted to an Employee who, at the time of
the grant of such Incentive Stock Option owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of
the Corporation or any Parent or Subsidiary, the per Share exercise
price shall be not less than one hundred ten percent (110%) of the
Fair Market Value per Share on the date of grant; or

                        (ii)  granted to any Employee other than an
Employee described in the preceding paragraph, the per Share exercise
price shall be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.

                    (b)	In the case of a Non-Qualified Stock Option, the
per Share exercise price shall be not less than eighty-five percent
(85%) of the Fair Market Value per Share on the date of grant unless
otherwise determined by the Administrator.

                    (c)	In the case of Awards intended to qualify as
Performance-Based Compensation, the exercise or purchase price, if
any, shall be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.

                    (d)	In the case of other Awards, such price as is
determined by the Administrator.


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                    (e)	Notwithstanding the foregoing provisions of this
Section 7.01, in the case of an Award issued pursuant to Section 6.04,
above, the exercise or purchase price for the Award shall be
determined in accordance with the principles of Section 424(a) of the
Code.

            7.02.   Consideration.  Subject to Applicable Laws, the
                    -------------
consideration 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 Administrator (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 Administrator may determine,
the Administrator is authorized to accept as consideration for Shares
issued under the Plan the following; provided, however, 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 Cayman
General Corporation Law:

                    (a)	cash;

                    (b)	check;

                    (c)	delivery of Grantee's promissory note with such
recourse, interest, security, and redemption provisions as the
Administrator determines as appropriate;

                    (d)	if the exercise or purchase occurs on or after
the Registration Date, surrender of Shares or delivery of a properly
executed form of attestation of ownership of Shares as the
Administrator may require (including withholding of Shares otherwise
deliverable upon exercise of the Award) which have a Fair Market Value
on the date of surrender or attestation equal to the aggregate
exercise price of the Shares as to which said Award shall be exercised
(but only to the extent that such exercise of the Award would not
result in an accounting compensation charge with respect to the Shares
used to pay the exercise price unless otherwise determined by the
Administrator);

                    (e)	with respect to Options, if the exercise occurs
on or after the Registration Date, payment through a broker-dealer
sale and remittance procedure pursuant to which the Grantee (A) shall
provide written instructions to a Corporation-designated brokerage
firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (B)
shall provide written directives to the Corporation to deliver the
certificates for the purchased Shares directly to such brokerage firm
in order to complete the sale transaction; or

                    (f)	any combination of the foregoing methods of
payment.

            7.03.   Taxes.  No Shares shall be delivered under the Plan to
                    -----
any Grantee or other person until such Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction
of any foreign, federal, state, or local income and employment tax
withholding obligations, including, without limitation, obligations
incident to the receipt of Shares or the disqualifying disposition of
Shares received on exercise of an Incentive Stock Option. Upon
exercise of an Award, the Corporation shall withhold or collect from
Grantee an amount sufficient to satisfy such tax obligations.


                                 -11-

<PAGE>

       8.   Exercise of Award.
            -----------------

            8.01.   Procedure for Exercise; Rights as a Stockholder.
                    -----------------------------------------------

                    (a)	Any Award granted hereunder shall be exercisable
at such times and under such conditions as determined by the
Administrator under the terms of the Plan and specified in the Award
Agreement.

                    (b)	An Award shall be deemed to be exercised when
written notice of such exercise has been given to the Corporation in
accordance with the terms of the Award by the person entitled to
exercise the Award and full payment for the Shares with respect to
which the Award is exercised, including, to the extent selected, use
of the broker-dealer sale and remittance procedure to pay the purchase
price as provided in Section 7.02(e). Until the issuance (as evidenced
by the appropriate entry on the books of the Corporation or of a duly
authorized transfer agent of the Corporation) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to Shares
subject to an Award, notwithstanding the exercise of an Option or
other Award. The Corporation shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Award. No adjustment
will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as
provided in the Award Agreement or Section 10, below.

            8.02.   Exercise of Award Following Termination of Continuous
                    -----------------------------------------------------
Service.
-------

                    (a)	An Award may not be exercised after the
termination date of such Award set forth in the Award Agreement and
may be exercised following the termination of a Grantee's Continuous
Service only to the extent provided in the Award Agreement.

                    (b)	Where the Award Agreement permits a Grantee to
exercise an Award following the termination of the Grantee's
Continuous Service for a specified period, the Award shall terminate
to the extent not exercised on the last day of the specified period or
the last day of the original term of the Award, whichever occurs
first.

                    (c)	Any Award designated as an Incentive Stock Option
to the extent not exercised within the time permitted by law for the
exercise of Incentive Stock Options following the termination of a
Grantee's Continuous Service shall convert automatically to a Non-
Qualified Stock Option and thereafter shall be exercisable as such to
the extent exercisable by its terms for the period specified in the
Award Agreement.

       9.   Conditions upon Issuance of Shares. 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 Applicable Laws, and shall be further
subject to the approval of counsel for the Corporation with respect to
such compliance. As a condition to the exercise of an Award, the
Corporation may require the person exercising such 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 if, in the opinion of counsel for the
Corporation, such a representation is required by any Applicable Laws.



                                 -12-

<PAGE>

       10.  Adjustments upon Changes in Capitalization.  Subject to any
            ------------------------------------------
required action by the stockholders of the Corporation, the number of
Shares covered by each outstanding Award, and the number of Shares
which 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, the exercise or purchase price of each such outstanding Award,
the maximum number of Shares with respect to which Options and SARs
may be granted to any Grantee in any fiscal year of the Corporation,
as well as any other terms that the Administrator determines require
adjustment shall be proportionately adjusted for (a) any increase or
decrease in the number of issued Shares resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification
of the Shares, or similar transaction affecting the Shares, (b) any
other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Corporation, or (c) as the
Administrator may determine in its discretion, any other transaction
with respect to Common Stock to which Section 424(a) of the Code
applies or a similar transaction; provided, however that conversion of
any convertible securities of the Corporation shall not be deemed to
have been "effected without receipt of consideration." Such adjustment
shall be made by the Administrator and its determination shall be
final, binding and conclusive. Except as the Administrator determines,
no issuance by the Corporation of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect
to, the number or price of Shares subject to an Award.

       11.   Corporate Transactions/Changes in Control/Related Entity
             --------------------------------------------------------
Dispositions.
------------

             11.01. Termination of Award to Extent Not Assumed.
                    ------------------------------------------

                    (a)	Corporate Transaction.  Effective upon the
consummation of a Corporate Transaction, all outstanding Awards under
the Plan shall terminate; provided, however, that all such Awards
shall not terminate to the extent they are Assumed in connection with
the Corporate Transaction.

                    (b)	Related Entity Disposition.  Effective upon the
consummation of a Related Entity Disposition, for purposes of the Plan
and all Awards, there shall be a deemed termination of Continuous
Service of each Grantee who is at the time engaged primarily in
service to the Related Entity involved in such Related Entity
Disposition and each Award of such Grantee which is at the time
outstanding under the Plan shall be exercisable in accordance with the
terms of the Award Agreement evidencing such Award. However, such
Continuous Service shall not be deemed to terminate as to the portion
of any such award that is Assumed.

             11.02. Acceleration of Award upon Corporate Transaction/
                    -------------------------------------------------
Change in Control/Related Entity Disposition.
--------------------------------------------

                    (a)	Corporate Transaction.  Except as provided
                        ---------------------
otherwise in an individual Award Agreement, in the event of a
Corporate Transaction and:

                          (i)	for the portion of each Award that is
Assumed, then such Award (if assumed), the replacement Award (if
replaced), or the cash incentive program automatically shall become
fully vested, exercisable and payable and be released from any
repurchase or forfeiture rights (other than repurchase rights
exercisable at Fair Market Value) for all of the Shares at the time
represented by such Assumed portion of the Award, immediately upon
termination of the Grantee's Continuous Service (substituting the
successor employer corporation, if any, for "Corporation or Related


                                 -13-

<PAGE>


Entity" for the definition of "Continuous Service") if such Continuous
Service is terminated by the successor company or the Corporation
without Cause or voluntarily by the Grantee with Good Reason within
twelve (12) months of the Corporate Transaction; and

                          (ii)	for the portion of each Award that is not
Assumed, such portion of the Award shall automatically become fully
vested and exercisable and be released from any repurchase or
forfeiture rights (other than repurchase rights exercisable at Fair
Market Value) for all of the Shares at the time represented by such
portion of the Award, immediately prior to the specified effective
date of such Corporate Transaction.

                    (b)	Change in Control.  Except as provided otherwise
                        -----------------
in an individual Award Agreement, following a Change in Control (other
than a Change in Control which also is a Corporate Transaction) and
upon the termination of the Continuous Service of a Grantee if such
Continuous Service is terminated by the Corporation or Related Entity
without Cause or voluntarily by the Grantee with Good Reason within
twelve (12) months of a Change in Control, each Award of such Grantee
which is at the time outstanding under the Plan automatically shall
become fully vested and exercisable and be released from any
repurchase or forfeiture rights (other than repurchase rights
exercisable at Fair Market Value), immediately upon the termination of
such Continuous Service.

                    (c) Related Entity Disposition.  Except as provided
                        --------------------------
otherwise in an individual Award Agreement, in the event of a Related
Entity Disposition and:

                          (i)	for the portion of each Award that is
Assumed, then such Award (if assumed), the replacement Award (if
replaced), or the cash incentive program automatically shall become
vested, exercisable and payable and be released from any repurchase or
forfeiture rights (other than repurchase rights exercisable at Fair
Market Value) for all of the Shares at the time represented by such
Assumed portion of the Award, immediately upon termination of the
Grantee's Continuous Service (substituting the successor employer
corporation, if any, for "Corporation or Related Entity" for the
definition of "Continuous Service") if such Continuous Service is
terminated by the successor company without Cause or voluntarily by
the Grantee with Good Reason within twelve (12) months of the Related
Entity Disposition; and

                          (ii)	for the portion of each Award of a Grantee
who is at the time engaged primarily in service to the Related Entity
involved in such Related Entity Disposition that is not Assumed, such
portion of the Award of such Grantee automatically shall become fully
vested and exercisable and be released from any repurchase or
forfeiture rights (other than repurchase rights exercisable at Fair
Market Value) for all of the Shares at the time represented by such
portion of the Award, immediately prior to the specified effective
date of such Related Entity Disposition.

                    (d) Effect of Acceleration on Incentive Stock Options.
                        -------------------------------------------------
The portion of any Incentive Stock Option accelerated under this
Section 11 in connection with a Corporate Transaction, Change in
Control or Related Entity Disposition shall remain exercisable as an
Incentive Stock Option under the Code only to the extent the $100,000
dollar limitation of Section 422(d) of the Code is not exceeded. To
the extent such dollar limitation is exceeded, the accelerated excess
portion of such Option shall be exercisable as a Non-Qualified Stock
Option.


                                 -14-

<PAGE>

       12.   Effective Date and Term of Plan.  The Plan shall become
             -------------------------------
effective upon the earlier to occur of its adoption by the Board or
its approval by the stockholders of the Corporation. It shall continue
in effect for a term of ten (10) years unless sooner terminated.
Subject to Section 17, below, and Applicable Laws, Awards may be
granted under the Plan upon its becoming effective.

       13.   Amendment, Suspension or Termination of the Plan. The Board
             ------------------------------------------------
may at any time amend, suspend or terminate the Plan. To the extent
necessary to comply with Applicable Laws, the Corporation shall obtain
stockholder approval of any Plan amendment in such a manner and to
such a degree as required. No Award may be granted during any
suspension of the Plan or after termination of the Plan. Any
amendment, suspension or termination of the Plan (including
termination of the Plan under Section 12, above) shall not affect
Awards already granted, and such Awards shall remain in full force and
effect as if the Plan had not been amended, suspended or terminated,
unless mutually agreed otherwise between the Grantee and the
Administrator, which agreement must be in writing and signed by the
Grantee and the Corporation.

       14.   Reservation of Shares. The Corporation, during the term of
             ---------------------
the Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.
The inability of the Corporation to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the
Corporation's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Corporation 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.

       15.   No Effect on Terms of Employment/Consulting Relationship.
             --------------------------------------------------------
The Plan shall not confer upon any Grantee any right with respect to
the Grantee's Continuous Service, nor shall it interfere in any way
with his or her right or the Corporation's right to terminate the
Grantee's Continuous Service at any time, with or without Cause, and
with or without notice. The Corporation's ability to terminate the
employment of a Grantee who is employed at will is in no way affected
by its determination that the Grantee's Continuous Service has been
terminated for Cause for the purposes of this Plan.

       16.   No Effect on Retirement and Other Benefit Plans.  Except as
             -----------------------------------------------
specifically provided in a retirement or other benefit plan of the
Corporation or a Related Entity, Awards shall not be deemed
compensation for purposes of computing benefits or contributions under
any retirement plan of the Corporation or a Related Entity, and shall
not affect any benefits under any other benefit plan of any kind or
any benefit plan subsequently instituted under which the availability
or amount of benefits is related to level of compensation. The Plan is
not a "Retirement Plan" or "Welfare Plan" under the Employee
Retirement Income Security Act of 1974, as amended.

       17.   Stockholder Approval.  The grant of Incentive Stock Options
             --------------------
under the Plan shall be subject to approval by the stockholders of the
Corporation within twelve (12) months before or after the date the
Plan is adopted excluding Incentive Stock Options issued in
substitution for outstanding Incentive Stock Options pursuant to
Section 424(a) of the Code. Such stockholder approval shall be
obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior
to approval by the stockholders, but until such approval is obtained,
no such Incentive Stock Option shall be exercisable. In the event that
stockholder approval is not obtained within the twelve (12) month


                                 -15-

<PAGE>

period provided above, all Incentive Stock Options previously granted
under the Plan shall be exercisable as Non-Qualified Stock Options.













































                                 -16-

<PAGE>