Exhibit 10.1


    EXHIBIT
      10.1

    


    ANALYSTS
      INTERNATIONAL CORP.

    2004
      EQUITY INCENTIVE PLAN

    (as
      amended through May 25, 2006) 

    


    


    SECTION
      1.

    DEFINITIONS

     

    
      As
        used
        herein, the following terms shall have the meanings indicated
        below:

      


      
        	 	
                (a)

              	
                “Affiliates”
                  shall mean a Parent or Subsidiary of the Company.
                  

              


      

      


      
        	 	
                (b)

              	
                “Committee”
                  shall mean a Committee of two or more directors who shall be appointed
                  by
                  and serve at the pleasure of the Board. If the Company’s securities are
                  registered pursuant to Section 12 of the Securities Exchange Act
                  of 1934,
                  as amended, then, to the extent necessary for compliance with Rule
                  16b-3,
                  or any successor provision, each of the members of the Committee
                  shall be
                  a “non-employee director.” Solely for purposes of this Section 1(b),
                  “non-employee director” shall have the same meaning as set forth in Rule
                  16b-3, or any successor provision, as then in effect, of the General
                  Rules
                  and Regula-tions under the Securities Exchange Act of 1934, as
                  amended.

              


      

      


      
        	 	
                (c)

              	
                The
                  “Company”
                  shall
                  mean Analysts International Corp., a Minnesota
                  corporation.

              


      

      


      
        	 	
                (d)

              	
                “Fair
                  Market Value”
                  as of any date shall mean (i) if such stock is listed on the Nasdaq
                  National Market, Nasdaq SmallCap Market, or an established stock
                  exchange,
                  the price of such stock at the close of the regular trading session
                  of
                  such market or exchange on such date, as reported by The
                  Wall Street Journal
                  or
                  a comparable reporting service, or, if no sale of such stock shall
                  have
                  occurred on such date, on the next preceding day on which there
                  was a sale
                  of stock; (ii) if such stock is not so listed on the Nasdaq National
                  Market, Nasdaq SmallCap Market, or an established stock exchange,
                  the
                  average of the closing “bid” and “asked” prices quoted by the OTC Bulletin
                  Board, the National Quotation Bureau, or any comparable reporting
                  service
                  on such date or, if there are no quoted “bid” and “asked” prices on such
                  date, on the next preceding date for which there are such quotes;
                  or (iii)
                  if such stock is not publicly traded as of such date, the per share
                  value
                  as determined by the Board, or the Committee, in its sole discretion
                  by
                  applying principles of valuation with respect to the Company’s Common
                  Stock.

              


      

      


      
        	 	
                (e)

              	
                The
                  “Internal
                  Revenue Code”
                  is the Internal Revenue Code of 1986, as amended from time to
                  time.

              


      

      


      
        	 	
                (f)

              	
                The
                  “Participant”
                  means (i) an employee of the Company or any Subsidiary to whom
                  an
                  incentive stock option has been granted pursuant to Section 9,
                  (ii) a
                  director, an employee or an officer of the Company or any Subsidiary
                  to
                  whom a nonqualified stock option has been granted pursuant to Section
                  10,
                  or (iii) a director, an employee or an officer of the Company or
                  any
                  Subsidiary to whom a stock award has been granted pursuant to Section
                  17.

              


      

      


      
        	 	
                (g)

              	
                “Parent”
                  shall mean any corporation which owns, directly or indirectly in
                  an
                  unbroken chain, fifty percent (50%) or more of the total voting
                  power of
                  the Company’s outstanding stock.

              


      

      


      
        	 	
                (h)

              	
                The
                  “Plan”
                  means the Analysts International Corp. 2004 Equity Incentive Plan,
                  as
                  amended from time to time, including the form of Option and Award
                  Agreements as they may be modified by the Board from time to
                  time.

              


      

      


      
        	 	
                (i)

              	
                “Stock”
                  shall mean Common Stock of the Company (subject to adjustment as
                  described
                  in Section 12) reserved for incentive and nonqualified stock options
                  and
                  stock awards pursuant to this Plan.

              


      

       

      
        	 	
                (j)

              	
                A
                  “Subsidiary”
                  shall mean any corporation of which fifty percent (50%) or more
                  of the
                  total voting power of outstanding stock is owned, directly or in-directly
                  in an unbroken chain, by the
                  Company.

              


      

      





    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SECTION
      2.

    PURPOSE

    


    The
      purpose of the Plan is to promote the success of the Company and its
      Subsidiaries by facilitating the employment and retention of competent personnel
      and by furnishing incentive to officers, directors and employees upon whose
      efforts the success of the Company and its Subsidiaries will depend to a large
      degree.

     

    It
      is the
      intention of the Company to carry out the Plan through the granting of stock
      options which will qualify as “incentive stock options” under the provisions of
      Section 422 of the Internal Revenue Code, or any successor provision, pursuant
      to Section 9 of this Plan, through the granting of “nonqualified” stock options
      pursuant to Section 10 of this Plan, and through the granting of stock awards
      pursuant to Section 17 of this Plan. Adoption of this Plan shall be and is
      expressly subject to the condition of approval by the shareholders of the
      Company within twelve (12) months before or after the adoption of the Plan
      by
      the Board of Directors. 

    


    SECTION
      3.

    EFFECTIVE
      DATE OF PLAN

    


    The
      effective date of the Plan is the date it is adopted by the Board of Directors,
      subject to approval by the shareholders of the Company as required in Section
      2.


    


    SECTION
      4.

    ADMINISTRATION

    


    The
      Plan
      shall be administered by the Board of Directors of the Company (hereinafter
      referred to as the “Board”) or by a Committee which may be appointed by the
      Board from time to time to administer the Plan (collectively referred to as
      the
“Administrator”). The Administrator shall have all of the powers vested in it
      under the provisions of the Plan, including but not limited to exclusive
      authority (where applicable and within the limitations described herein) to
      determine, in its sole discretion, whether an incentive stock option,
      nonqualified stock option or stock award shall be granted, the individuals
      to
      whom, and the time or times at which, options and awards shall be granted,
      the
      number of shares subject to each option or award, the option price, and terms
      and conditions of each option or award. The Administrator shall have full power
      and authority to administer and interpret the Plan, to make and amend rules,
      regulations and guidelines for administering the Plan, to prescribe the form
      and
      condi-tions of the respective stock option and stock award agreements (which
      may
      vary from Participant to Participant) evidencing each option or award and to
      make all other determinations necessary or advisable for the administration
      of
      the Plan. The Administrator’s interpretation of the Plan, and all actions taken
      and determinations made by the Administrator pursuant to the power vested in
      it
      hereunder, shall be conclusive and binding on all parties concerned.


    


    No
      member
      of the Board or the Committee shall be liable for any action taken or
      determination made in good faith in connection with the administration of the
      Plan. In the event the Board appoints a Committee as provided hereunder, any
      action of the Committee with respect to the administration of the Plan shall
      be
      taken pursuant to a majority vote of the Committee members or pursuant to the
      written resolution of all Committee members.

    


    SECTION
      5.

    PARTICIPANTS

    


    The
      Administrator shall from time to time, at its discretion and without approval
      of
      the shareholders, designate those employees to whom incentive stock options
      shall be granted pursuant to Section 9 of the Plan; those employees, officers
      and directors of the Company or of any Subsidiary to whom nonqualified stock
      options shall be granted pursuant to Section 10 of the Plan; and those
      employees, officers and directors of the Company or any Subsidiary to whom
      stock
      awards shall be granted pursuant to Section 17 of the Plan. The Administrator
      may grant additional incentive stock options, nonqualified stock options and
      stock awards under this Plan to some or all Participants then holding options
      or
      awards or may grant options and awards solely or partially to new Participants.
      In designating Participants, the Administrator shall also determine the number
      of shares to be optioned or awarded to each such Participant. The Administrator
      may from time to time designate individuals as being ineligible to participate
      in the Plan.

    


    


    SECTION
      6.

    STOCK

    


    The
      Stock
      to be optioned or awarded under this Plan shall consist of authorized but
      unissued shares of Stock. Two Million (2,000,000) shares of Stock shall be
      reserved and available for stock options and stock awards under the Plan;
      provided, however, that the total number of shares of Stock reserved for options
      and stock awards under this Plan shall be subject to adjustment as provided
      in
      Section 12 of the Plan. In the event (i) any portion of an outstanding stock
      option or stock award under the Plan for any reason expires, (ii) any portion
      of
      an outstanding stock option is terminated prior to the exercise of such option,
      or (iii) any portion of a stock award is terminated prior to the lapsing of
      any
      risks of forfeiture on such stock, the shares of Stock allocable to such portion
      of the option or award shall continue to be reserved for stock options and
      stock
      awards under the Plan and may be optioned or awarded hereunder.

    


    


    SECTION
      7.

    DURATION
      OF PLAN

    


    Incentive
      stock options may be granted pursuant to the Plan from time to time during
      a
      period of ten (10) years from the effective date as defined in Section 3.
      Nonqualified stock options and stock awards may be granted pursuant to the
      Plan
      from time to time after the effective date of the Plan and until the Plan is
      discontinued or terminated by the Board. Any incentive stock option granted
      during such ten-year period and any nonqualified stock option or stock award
      granted prior to the termination of the Plan by the Board shall remain in full
      force and effect until the expiration of the option or award as specified in
      the
      written stock option or stock award agreement and shall remain subject to the
      terms and conditions of this Plan.

    


    


    SECTION
      8.

    PAYMENT

    


    Participants
      may pay for shares upon exercise of stock options granted pursuant to this
      Plan
      with cash, personal check, certified check or, if approved by the Administrator
      in its sole discretion, previously-owned shares of the Company’s Common Stock
      valued at such Stock’s then Fair Market Value, or such other form of payment as
      may be authorized by the Administrator. The Administrator may, in its sole
      discretion, limit the forms of payment available to the Participant and may
      exercise such discretion any time prior to the termination of the option granted
      to the Participant or upon any exercise of the option by the Participant.
“Previously-owned shares” means shares of the Company’s Common Stock which the
      Participant has owned for at least six (6) months prior to the exercise of
      the
      stock option, or for such other period of time as may be required by generally
      accepted accounting principles.

    


    With
      respect to payment in the form of Common Stock of the Company, the Administrator
      may require advance approval or adopt such rules as it deems necessary to assure
      compliance with Rule 16b-3, or any successor provision, as then in effect,
      of
      the General Rules and Regulations under the Securities Exchange Act of 1934,
      if
      applicable.

    


    


     SECTION
      9.

    TERMS
      AND CONDITIONS OF INCENTIVE STOCK OPTIONS

    


    Each
      incentive stock option granted pursuant to this Section 9 shall be evidenced
      by
      a written stock option agreement (the “Option Agreement”). The Option Agreement
      shall be in such form as may be approved from time to time by the Administrator
      and may vary from Participant to Participant; provided, however, that each
      Participant and each Option Agreement shall comply with and be subject to the
      following terms and con-ditions:

    


    
      	 	
              (a)

            	
              Number
                of Shares and Option Price.
                The Option Agreement shall state the total number of shares covered
                by the
                incentive stock option. To the extent required to qualify the Option
                as an
                incentive stock option under Section 422 of the Internal Revenue
                Code, or
                any successor provision, the option price per share shall not be
                less than
                one hundred percent (100%) of the Fair Market Value of the Common
                Stock
                per share on the date the Administrator grants the option; provided,
                however, that if a Participant owns stock possessing more than ten
                percent
                (10%) of the total combined voting power of all classes of stock
                of the
                Company or of its Parent or any Subsidiary, the option price per
                share of
                an incentive stock option granted to such Participant shall not be
                less
                than one hundred ten percent (110%) of the Fair Market Value of the
                Common
                Stock per share on the date of the grant of the option. The Administrator
                shall have full authority and discretion in establishing the option
                price
                and shall be fully protected in so
                doing.

            


    

    


    
      	 	
              (b)

            	
              Term
                and Exercisability of Incentive Stock Option.
                The term during which any incentive stock option granted under the
                Plan
                may be exercised shall be established in each case by the Administrator.
                To the extent required to qualify the Option as an incentive stock
                option
                under Section 422 of the Internal Revenue Code, or any successor
                provision, in no event shall any incentive stock option be exercisable
                during a term of more than ten (10) years from the date on which
                it is
                granted; provided, however, that if a Participant owns stock possessing
                more than ten percent (10%) of the total combined voting power of
                all
                classes of stock of the Company or of its Parent or any Subsidiary,
                the
                incentive stock option granted to such Participant shall be exercisable
                during a term of not more than five (5) years from the date on which
                it is
                granted. The Option Agreement shall state when the incentive stock
                option
                becomes exercisable and shall also state the maximum term during
                which the
                option may be exercised. In the event an incentive stock option is
                exercisable immediately, the manner of exercise of the option in
                the event
                it is not exercised in full immediately shall be specified in the
                Option
                Agreement. The Administrator may acceler-ate the exercise date of
                any
                incentive stock option granted hereunder which is not immediately
                exercisable as of the date of
                grant.

            


    

    


    
      	 	
              (c)

            	
              Withholding.
                The Company or its Subsidiary shall be entitled to withhold and deduct
                from future wages of the Participant all legally required amounts
                necessary to satisfy any and all withholding and employment-related
                taxes
                attributable to the Participant’s exercise of an incentive stock option or
                a “disqualifying disposition” of shares acquired through the exercise of
                an incentive stock option as defined in Code Section 421(b). In the
                event
                the Participant is required under the Option Agreement to pay the
                Company
                or Subsidiary, or make arrangements satisfactory to the Company or
                Subsidiary respecting payment of, such withholding and employment-related
                taxes, the Administrator may, in its discretion and pursuant to such
                rules
                as it may adopt, permit the Participant to satisfy such obligation,
                in
                whole or in part, by delivering shares of the Company’s Common Stock or by
                electing to have the Company withhold shares of Common Stock otherwise
                issuable to the Participant having a Fair Market Value equal to the
                minimum required tax withholding, based on the minimum statutory
                withholding rates for federal and state tax purposes, including payroll
                taxes, that are applicable to the supplemental income resulting from
                the
                exercise of the incentive stock option or disqualifying disposition.
                In no
                event may the Company or any Subsidiary withhold shares having a
                Fair
                Market Value in excess of such statutory minimum required tax withholding.
                The Participant’s election to have shares withheld for this purpose shall
                be made on or before the date the option is exercised or, if later,
                the
                date that the amount of tax to be withheld is determined under applicable
                tax law. Such election shall be approved by the Administrator and
                otherwise comply with such rules as the Administrator may adopt to
                assure
                compliance with Rule 16b-3, or any successor provision, as then in
                effect,
                of the General Rules and Regulations under the Securities Exchange
                Act of
                1934, if applicable.

            


    

    


    
      	 	
              (d)

            	
              Other
                Provisions.
                The Option Agreement authorized under this Section 9 shall contain
                such
                other provisions as the Administrator shall deem advisable. Any such
                Option Agreement shall contain such limitations and restrictions
                upon the
                exercise of the option as shall be necessary to ensure that such
                option
                will be considered an “incentive stock option” as defined in Section 422
                of the Internal Revenue Code or to conform to any change
                therein.

            


    

    


    


    SECTION
      10.

    TERMS
      AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

    


    Each
      nonqualified stock option granted pursuant to this Section 10 shall be evidenced
      by a written Option Agreement. The Option Agreement shall be in such form as
      may
      be approved from time to time by the Administrator and may vary from Participant
      to Participant; provided, however, that each Participant and each Option
      Agreement shall comply with and be subject to the following terms and
      conditions:

    


    
      	 	
              (a)

            	
              Number
                of Shares and Option Price.
                The Option Agreement shall state the total number of shares covered
                by the
                nonqualified stock option. Unless otherwise determined by the
                Administrator, the option price per share shall be one hundred percent
                (100%) of the Fair Market Value of the Common Stock per share on
                the date
                the Administrator grants the
                option.

            


    

    


    
      	 	
              (b)

            	
              Term
                and Exercisability of Nonqualified Stock Option.
                The term during which any nonqualified stock option granted under
                the Plan
                may be exercised shall be established in each case by the Administrator.
                The Option Agreement shall state when the nonqualified stock option
                becomes exercisable and shall also state the maximum term during
                which the
                option may be exercised. In the event a nonqualified stock option
                is
                exercisable immediately, the manner of exercise of the option in
                the event
                it is not exercised in full immediately shall be specified in the
                Option
                Agreement. The Administrator may acceler-ate the exercise date of
                any
                nonqualified stock option granted hereunder which is not immediately
                exercisable as of the date of
                grant.

            


    

    


    
      	 	
              (c)

            	
              Withholding.
                The Company or its Subsidiary shall be entitled to withhold and deduct
                from future wages of the Participant all legally required amounts
                necessary to satisfy any and all withholding and employment-related
                taxes
                attributable to the Participant’s exercise of a nonqualified stock option.
                In the event the Participant is required under the Option Agreement
                to pay
                the Company or Subsidiary, or make arrangements satisfactory to the
                Company or Subsidiary respecting payment of, such withholding and
                employment-related taxes, the Administrator may, in its discretion
                and
                pursuant to such rules as it may adopt, permit the Participant to
                satisfy
                such obligation, in whole or in part, by delivering shares of the
                Company’s Common Stock or by electing to have the Company or Subsidiary
                withhold shares of Common Stock otherwise issuable to the Participant
                having a Fair Market Value equal to the minimum required tax withholding,
                based on the minimum statutory withholding rates for federal and
                state tax
                purposes, including payroll taxes, that are applicable to the supplemental
                income resulting from the exercise of the nonqualified stock option.
                In no
                event may the Company or any Subsidiary withhold shares having a
                Fair
                Market Value in excess of such statutory minimum required tax withholding.
                The Participant’s election to have shares withheld for this purpose shall
                be made on or before the date the option is exercised or, if later,
                the
                date that the amount of tax to be withheld is determined under applicable
                tax law. Such election shall be approved by the Administrator and
                otherwise comply with such rules as the Administrator may adopt to
                assure
                compliance with Rule 16b-3, or any successor provision, as then in
                effect,
                of the General Rules and Regulations under the Securities Exchange
                Act of
                1934, if applicable.

            


    

    


    
      	 	
              (d)

            	
              Other
                Provisions.
                The Option Agreement authorized under this Section 10 shall contain
                such
                other provisions as the Administrator shall deem
                advisable.

            


    

    


    


    SECTION
      11.

    TRANSFER
      OF OPTIONS

    


    No
      incentive stock option shall be transferable, in whole or in part, by the
      Participant other than by will or by the laws of descent and distribution.
      During the Participant’s lifetime, the incentive stock option may be exercised
      only by the Participant. If the Participant shall attempt any transfer of any
      incentive stock option granted under the Plan during the Participant’s lifetime,
      such transfer shall be void and the incentive stock option, to the extent not
      fully exercised, shall terminate.

    


    No
      nonqualified stock option shall be transferred, except that the Administrator
      may, in its sole discretion, permit the Participant to transfer any or all
      nonqualified stock options to any member of the Participant’s “immediate family”
as such term is defined in Rule 16a-1(e) promulgated under the Securities
      Exchange Act of 1934, or any successor provision, or to one or more trusts
      whose
      beneficiaries are members of such Participant’s “immediate family” or
      partnerships in which such family members are the only partners; provided,
      however, that the Participant cannot receive any consideration for the transfer
      and such transferred nonqualified stock option shall continue to be subject
      to
      the same terms and conditions as were applicable to such nonqualified stock
      option immediately prior to its transfer.

    


    


    SECTION
      12.

    RECAPITALIZATION,
      SALE, MERGER, EXCHANGE OR LIQUIDATION

    


    If,
      following adoption of this Plan, the Company effects an increase or decrease
      in
      the number of shares of Common Stock in the form of a subdivision or
      consolidation of shares, or the payment of a stock dividend, or effects any
      other increase or decrease in the number of shares of Common Stock without
      receipt of consideration by the Company, the number of shares of Option Stock
      reserved under Section 6 hereof and the number of shares of Option Stock covered
      by each outstanding option and stock award, and the price per share thereof,
      shall be appropriately adjusted by the Board to reflect such change. Additional
      shares which may be credited pursuant to such adjustment shall be subject to
      the
      same restrictions as are applicable to the shares with respect to which the
      adjustment relates.

     

    Unless
      otherwise provided in the Option or Award Agreement, in the event of an
      acquisition of the Company through the sale of substantially all of the
      Company’s assets and the consequent discontinuance of its business or through a
      merger, consolidation, exchange, reorganization, reclassification, extraordinary
      dividend, divestiture or liquidation of the Company (collectively referred
      to as
      a “transaction”), the Board may provide for one or more of the following:


    


    
      	 	
              (a)

            	
              the
                equitable acceleration of the exercisability of any outstanding options
                and the lapsing of the risks of forfeiture on any stock awards;
                

            


    

    


    
      	 	
              (b)

            	
              the
                complete termination of this Plan, the cancellation of outstanding
                options
                not exercised prior to a date specified by the Board (which date
                shall
                give Participants a reasonable period of time in which to exercise
                the
                options prior to the effectiveness of such transaction), and the
                cancellation of any stock awards for which the risks of forfeiture
                have
                not lapsed; 

            


    

    


    
      	 	
              (c)

            	
              that
                Participants holding outstanding stock options shall receive, with
                respect
                to each share of Stock subject to such options, as of the effective
                date
                of any such transaction, cash in an amount equal to the excess of
                the Fair
                Market Value of such Stock on the date immediately preceding the
                effective
                date of such transaction over the option price per share of such
                options;
                provided that the Board may, in lieu of such cash payment, distribute
                to
                such Participants shares of stock of the Company or shares of stock
                of any
                corporation succeeding the Company by reason of such transaction,
                such
                shares having a value equal to the cash payment herein;
                

            


    

    


    
      	 	
              (d)

            	
              that
                Participants holding outstanding stock awards shall receive, with
                respect
                to each share of Stock subject to such awards, as of the effective
                date of
                any such transaction, cash in an amount equal to the Fair Market
                Value of
                such Stock on the date immediately preceding the effective date of
                such
                transaction; provided that the Board may, in lieu of such cash payment,
                distribute to such Participants shares of stock of the Company or
                shares
                of stock of any corporation succeeding the Company by reason of such
                transaction, such shares having a value equal to the cash payment
                herein;
                

            


    

    


    
      	 	
              (e)

            	
              the
                continuance of the Plan with respect to the exercise of options which
                were
                outstanding as of the date of adoption by the Board of such plan
                for such
                transaction and provide to Participants holding such options the
                right to
                exercise their respective options as to an equivalent number of shares
                of
                stock of the corporation succeeding the Company by reason of such
                transaction; and

            


    

    


    
      	 	
              (f)

            	
              the
                continuance of the Plan with respect to stock awards for which the
                risks
                of forfeiture have not lapsed as of the date of adoption by the Board
                of
                such plan for such transaction and provide to Participants holding
                such
                awards the right to receive an equivalent number of shares of stock
                of the
                corporation succeeding the Company by reason of such transaction.
                

            


    

    


    The
      Board
      may restrict the rights of or the applicability of this Section 12 to the extent
      necessary to comply with Section 16(b) of the Securities Exchange Act of 1934,
      the Internal Revenue Code or any other applicable law or regulation. The grant
      of an option or stock award pursuant to the Plan shall not limit in any way
      the
      right or power of the Company to make adjustments, reclassifications,
      reorganizations or changes of its capital or business structure or to merge,
      exchange or consolidate or to dissolve, liquidate, sell or transfer all or
      any
      part of its business or assets.

    


    SECTION
      13.

    INVESTMENT
      PURPOSE

    


    No
      shares
      of Common Stock shall be issued pursuant to the Plan unless and until there
      has
      been compliance, in the opinion of Company’s counsel, with all applicable legal
      requirements, including without limitation, those relating to securities laws
      and stock exchange listing requirements. As a condition to the issuance of
      Stock
      to Participant, the Administrator may require Participant to (i) represent
      that
      the shares of Stock are being acquired for investment and not resale and to
      make
      such other representations as the Administrator shall deem necessary or
      appropriate to qualify the issuance of the shares as exempt from the Securities
      Act of 1933 and any other applicable securities laws, and (ii) represent that
      Participant shall not dispose of the shares of Stock in violation of the
      Securities Act of 1933 or any other applicable securities laws or any company
      policies then in effect. 

    


    As
      a
      further condition to the grant of any stock option or the issuance of Stock
      to
      Participant, Participant agrees to the following:

    


    
      	 	
              (a)

            	
              In
                the event the Company advises Participant that it plans an underwritten
                public offering of its Common Stock in compliance with the Securities
                Act
                of 1933, as amended, and the underwriter(s) seek to impose restrictions
                under which certain shareholders may not sell or contract to sell
                or grant
                any option to buy or otherwise dispose of part or all of their stock
                purchase rights of the underlying Common Stock, Participant will
                not, for
                a period not to exceed 180 days from the prospectus, sell or contract
                to
                sell or grant an option to buy or otherwise dispose of any stock
                option
                granted to Participant pursuant to the Plan or any of the underlying
                shares of Common Stock without the prior written consent of the
                underwriter(s) or its
                representative(s).

            


    

    


    
      	 	
              (b)

            	
              In
                the event the Company makes any public offering of its securities
                and
                determines in its sole discretion that it is necessary to reduce
                the
                number of issued but unexercised stock purchase rights so as to comply
                with any state’s securities or Blue Sky law limitations with respect
                thereto, the Board of Directors of the Company shall have the right
                (i) to
                accelerate the exercisability of any stock option and the date on
                which
                such option must be exercised, provided that the Company gives Participant
                prior written notice of such acceleration, and (ii) to cancel any
                options
                or portions thereof which Participant does not exercise prior to
                or
                contemporaneously with such public offering.


            


    

    


    
      	 	
              (c)

            	
              In
                the event of a transaction (as defined in Section 12 of the Plan),
                Participant will comply with Rule 145 of the Securities Act of 1933
                and
                any other restrictions imposed under other applicable legal or accounting
                principles if Participant is an “affiliate” (as defined in such applicable
                legal and accounting principles) at the time of the transaction,
                and
                Participant will execute any documents necessary to ensure compliance
                with
                such rules.

            


    

    


    The
      Company reserves the right to place a legend on any stock certificate issued
      upon the exercise of an option or upon the grant of a stock award pursuant
      to
      the Plan to assure compliance with this Section 13.

    


    SECTION
      14.

    RIGHTS
      AS A SHAREHOLDER

    


    A
      Participant (or the Participant’s successor or successors) shall have no rights
      as a shareholder with respect to any shares covered by an incentive stock option
      or nonqualified stock option until the date of the issuance of a stock
      certificate evidencing such shares. No adjustment shall be made for dividends
      (ordinary or extraordinary, whether in cash, securities or other property),
      distributions or other rights for which the record date is prior to the date
      such stock certificate is actually issued (except as otherwise provided in
      Section 12 of the Plan).

    


    


    SECTION
      15.

    AMENDMENT
      OF THE PLAN

    


    The
      Board
      may from time to time, insofar as permitted by law, suspend or discontinue
      the
      Plan or revise or amend it in any respect; provided, however, that no such
      revision or amendment, except as is authorized in Section 12, shall impair
      the
      terms and conditions of any stock option or stock award which is outstanding
      on
      the date of such revision or amendment to the material detriment of the
      Participant without the consent of the Participant. Notwithstanding the
      foregoing, no such revision or amendment shall (i) increase the number of shares
      subject to the Plan except as provided in Section 12 hereof, (ii) change the
      desig-nation of the class of employees eligible to receive stock options or
      stock awards, (iii) decrease the price at which options may be granted, or
      (iv) increase the benefits accruing to Participants under the Plan, without
      the approval of the shareholders of the Company if such approval is required
      for
      compliance with the requirements of any applicable law or regulation.
      Furthermore, the Plan may not, without the approval of the shareholders, be
      amended in any manner that will cause incentive stock options to fail to meet
      the requirements of Section 422 of the Internal Revenue Code.

    


    


    SECTION
      16.

    NO
      OBLIGATION TO EXERCISE OPTION

    


    The
      granting of a stock option shall impose no obligation upon the Participant
      to
      exercise such option. Further, the granting of a stock option or stock award
      hereunder shall not impose upon the Company or any Subsidiary any obligation
      to
      retain the Participant in its employ for any period.

    


    


    SECTION
      17.

    STOCK
      AWARDS

    


    Each
      stock award granted pursuant to the Plan shall be evidenced by a written stock
      award agreement (the “Stock Award Agreement”). The Stock Award Agreement shall
      be in such form as may be approved from time to time by the Administrator and
      may vary from Participant to Participant; provided, however, that each
      Participant and each Stock Award Agreement shall comply with and be subject
      to
      the following terms and conditions:

    


    
      	 	
              (a)

            	
              Number
                of Shares.
                The Stock Award Agreement shall state the total number of shares
                of Stock
                covered by the stock award. 

            


    

    


    
      	 	
              (b)

            	
              Risks
                of Forfeiture.
                The
                Stock Award Agreement shall set forth the risks of forfeiture, if
                any,
                which shall apply to the shares of Stock covered by the stock award,
                and
                shall specify the manner in which such risks of forfeiture shall
                lapse.
                The Administrator may, in its sole discretion, modify the manner
                in which
                such risks of forfeiture shall lapse but only with respect to those
                shares
                of Stock which are restricted as of the effective date of the
                modification. 

            


    

    


    
      	 	
              (c)

            	
              Issuance
                of Shares.
                The Company shall cause to be issued a stock certificate representing
                such
                shares of Stock in the Participant’s name, and shall deliver such
                certificate to the Participant; provided, however, that the Company
                shall
                place a legend on such certificate describing the risks of forfeiture
                and
                other transfer restrictions set forth in the Participant’s Stock Award
                Agreement and providing for the cancellation and return of such
                certificate if the shares of Stock subject to the stock award are
                forfeited. 

            


    

    


    
      	 	
              (d)

            	
              Rights
                as Shareholder.
                If the Participant’s stock award is subject to any risk of forfeiture,
                this Section 17(d) shall apply. Until such risks of forfeiture have
                lapsed
                or the shares subject to such stock award have been forfeited, the
                Participant shall be entitled to vote the shares of Stock represented
                by
                such stock certificates and shall receive all dividends attributable
                to
                such shares, but the Participant shall not have any other rights
                as a
                shareholder with respect to such
                shares.

            


    

    


    
      	 	
              (e)

            	
              Withholding
                Taxes.
                The Company or its Subsidiary shall be entitled to withhold and deduct
                from future wages of the Participant all legally required amounts
                necessary to satisfy any and all withholding and employment-related
                taxes
                attributable to the Participant’s stock award. In the event the
                Participant is required under the Stock Award Agreement to pay the
                Company
                or Subsidiary, or make arrangements satisfactory to the Company or
                Subsidiary respecting payment of, such withholding and employment-related
                taxes, the Administrator may, in its discretion and pursuant to such
                rules
                as it may adopt, permit the Participant to satisfy such obligations,
                in
                whole or in part, by delivering shares of Common Stock, including
                shares
                of Stock received pursuant to a stock award on which the risks of
                forfeiture have lapsed. Such
                shares shall have a Fair Market Value equal to the minimum required
                tax
                withholding, based on the minimum statutory withholding rates for
                federal
                and state tax purposes, including payroll taxes, that are applicable
                to
                the supplemental income resulting from such stock award. In no event
                may
                the Participant deliver shares having a Fair Market Value in excess
                of
                such statutory minimum required tax withholding. The
                Participant’s election to deliver shares of Common Stock for this purpose
                shall be made on or before the date that the amount of tax to be
                withheld
                is determined under applicable tax law. Such election shall be approved
                by
                the Administrator and otherwise comply with such rules as the
                Administrator may adopt to assure compliance with Rule 16b-3, or
                any
                successor provision, as then in effect, of the General Rules and
                Regulations under the Securities Exchange Act of 1934, if
                applicable.

            


    

    


    
      	 	
              (f)

            	
              Nontransferability.
                If the Participant’s stock award is subject to any risks of forfeiture,
                this Section 17(f) shall apply. No such stock award shall be transferable,
                in whole or in part, by the Participant, other than by will or by
                the laws
                of descent and distribution, prior to the date the risks of forfeiture
                described in the Stock Award Agreement have lapsed. If the Participant
                shall attempt any transfer of such stock award granted under the
                Plan
                prior to such date, such transfer shall be void and the stock award
                shall
                terminate.

            


    

    


    
      	 	
              (g)

            	
              Other
                Provisions.
                The Stock Award Agreement authorized under this Section 17 shall
                contain
                such other provisions as the Administrator shall deem advisable.