________________________________________

STOCK OPTION PLAN

Adopted by the Board: __________

Adopted by the Shareholders: __________

ARTICLE I. PURPOSE.

1.1. The purpose of the Plan is to provide a means by which qualified Senior Officers
of the Company are incented to perform through the opportunity to benefit from
increases in value of the Common Stock of the Company from grants of Options in the
Company’s Common Stock.

1.2. The Company, by means of the Plan, seeks to retain the services of persons who
are now Senior Officers to the Company and to provide incentives for such persons to
exert maximum efforts for the success of the Company.

ARTICLE II. DEFINITIONS.

a) “Award” means the grant of an Option.

b) “Board” means the Board of Directors of the Company.

c) “Code” means the National Internal Revenue Code, as amended.

d) “Committee” means the Remuneration and Nominations Committee or any other

committee appointed by the Board in accordance with Article III to administer the
Plan.

e) “Common Stock” means shares of the Company’s common stock, par value ____
per share.

f) “Company” means ___________________ corporation.

g) “Director” means a member of the Board.

h) “Option” means an option to purchase or subscribe to the Company’s common

stock granted pursuant to the Plan.
 i) “Option Agreement” means a written agreement between the Company and a
Recipient evidencing the terms and conditions of an individual Option grant. The
Option Agreement shall be in the form approved by the Board from time to time.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

j) “Plan” means this Stock Option Plan.

k) “Recipient” means a Senior Officers who holds is determined to be qualified to

avail of the Stock Option.

l) “Senior Officer” means a person who is holding a position in the Senior

Management of the Company and has been performing functions therein for a
period of at least 10 years.

ARTICLE III. ADMINISTRATION.

1.3. The Plan shall be administered by the Board unless and until the Board delegates
administration to the Committee, as provided in subsection C of this Article III.

1.4. The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:

a) To determine, in its sole discretion, from time to time which of the persons eligible
under the Plan shall be granted an Award; when and how each Award shall be
granted; the provisions of each Award granted (which need not be identical),
including the time or times when a person shall be permitted to receive stock
pursuant to an Award; the number of shares with respect to which an Award shall
be granted to each such person; and all other terms, conditions and restrictions
applicable to each such Award or shares acquired upon exercise of an Option not
inconsistent with the terms of the Plan.

b) To approve one or more forms of the Option Agreement.

c) To construe and interpret, in its sole discretion, the Plan and Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any defect,
omission or inconsistency in the Plan or in any Option Agreement, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully
effective.
 d) To amend, modify or otherwise change in any manner the Plan or an Award as
provided in Article XII and to suspend or terminate the Plan as provided in Article
XIII.

e) Generally, to exercise such powers and to perform such acts as the Board deems
necessary or expedient to promote the best interests of the Company that are not
in conflict with the provisions of the Plan.

All decisions, determinations and interpretations of the Board shall be final, binding and
conclusive on any Recipient and any other person with an interest in the Plan or in an
Award.

1.5. The Board hereby delegates administration of the Plan to the Committee which
will be composed of not fewer than two (2) of its members. Furthermore, notwithstanding
anything in this Article III to the contrary, the Board hereby delegates to the Committee
the exclusive right and authority to award Options to an eligible person.

The Committee shall have, during such delegation and in connection with the
administration of the Plan, the powers theretofore possessed by the Board (and references
in this Plan to the Board shall thereafter be to the Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time
to time by the Board. Administration of the Plan shall encompass, among other things,
determining potential optionees, establishing the terms of each option, ensuring all
proposed grants are consistent with the terms of the Plan, granting the options and
ensuring the Corporate Secretary keeps accurate records of options granted and
exercised.

The Board may withdraw administration of the Plan from the Committee at any time.
The Board may abolish the Committee at any time and, upon abolition administration of
the Plan shall revert automatically, without any further action on the Board's part, to the
Board.

1.6. Notwithstanding anything in this Article III to the contrary, at any time the
Board may also delegate to any proper Officer the authority to grant Awards, without
further approval of the Board, to eligible persons.

1.7. No member of the Board or of any committee constituted under this Article III
or any Officer acting pursuant to this Article shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or any Award.
ARTICLE IV. SHARES SUBJECT TO THE PLAN.

1.8. The amount of stock that may be sold from the Treasury Shares held by the
company, or issued pursuant to Awards shall not exceed in the aggregate _________
shares of the Company’s Common Stock. If any Award shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full, the shares
not acquired underlying such Award shall revert to and again become available for
issuance under the Plan.

1.9. The Common Stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

ARTICLE V. ELIGIBILITY.

1.10. Stock Options may be granted to Senior Officers.

1.11. No person shall be eligible for the grant of a Stock Option if, at the time of grant,
such person owns stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company.

ARTICLE VI. TERMS OF OPTIONS.

Each Option shall be evidenced by an Option Agreement in such form and shall contain
such terms and conditions as the Board shall deem appropriate. No Option or purported
Option shall be a valid and binding obligation of the Company unless evidenced by a
fully executed Option Agreement or by communicating with the Company in such
manner as the Company may authorize. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of provisions hereof or as
specifically set forth in the Option Agreement or otherwise) the substance of each of the
following provisions:

1.12. Term. No Stock Option shall be exercisable after the expiration of _____ years
from the date it was granted.

1.13. Price. The exercise price of each Option shall be that determined by the Board
or Committee, as the case may be.

1.14. Consideration. The purchase price of stock acquired pursuant to an Option (the
“Purchase Price”) shall be paid in cash or check at the time the Option is exercised.
In the case of any deferred payment arrangement approved by the Board, interest shall
be payable at least annually and shall be charged at _____ rate of interest.

1.15. Non-Transferability. A Stock Option is exclusive to the Senior Officer by reason

of length of service to the Company and shall not be transferable by sale, assignment,
donation or succession.

1.16. Termination of Relationship as a Senior Officer. In the event a Recipient’s

Continuous Status as a Senior Office terminates, the Recipient forfeits the right to exercise
the Option notwithstanding the unexpired portion of the effectivity of the Stock Option
Plan.

1.17. Responsibility for Option Exercise. A Recipient is responsible for taking any and
all actions as may be required to exercise any Option in a timely manner, and for properly
executing any documents as may be required for the exercise of an Option in accordance
with such rules and procedures as may be established from time to time under the Plan.
By signing or accepting an Option Agreement a Recipient (and any person to whom the
Option under that Option Agreement is transferred) acknowledges that information
regarding the procedures and requirements for the exercise of that Option is available
upon such Recipient’s or person’s request to the Board. The Company shall have no duty
or obligation to notify any Recipient of the expiration of any Option.

ARTICLE VII. COVENANTS OF THE COMPANY.

During the terms of the Awards, the Company shall keep available at all times the
number of shares of Common Stock required to satisfy such Awards.

ARTICLE VIII. USE OF PROCEEDS FROM EXERCISE OF OPTIONS.

Proceeds from the exercise of Options shall constitute general funds of the Company.

ARTICLE IX. MISCELLANEOUS.

1.18. No Recipient shall be deemed to be the holder of, or to have any of the rights of
a holder with respect to, any shares subject to such Award unless and until such person
has satisfied all requirements for exercise, which can include an early exercise of the
Option pursuant to its terms and the Company has issued such shares.
1.19. To the extent provided by the terms of an Option Agreement, and to the extent
the Company agrees, through a vote of its Board, regarding a non-cash payment, the
person to whom an Option is granted may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of stock under an Option by
any of the following means or by a combination of such means: (i) tendering a cash
payment; (ii) authorizing the Company to withhold shares from the shares of the stock
otherwise issuable to the Recipient as a result of the exercise or acquisition of stock
underlying the Option; or (iii) delivering to the Company unencumbered shares of the
Company’s stock owned by the person acquiring the stock. The Fair Market Value of any
shares of Common Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable minimum statutory
withholding rules.

1.20. The Company shall not be required to issue fractional shares pursuant to this
Plan and, accordingly, a Recipient may be awarded or required to purchase only whole
shares.

ARTICLE X. AMENDMENT OF THE PLAN AND AWARDS.

1.21. The Board at any time, and from time to time, may amend the Plan and submit
amendments for stockholder approval.

1.22. It is expressly contemplated that the Board may amend the Plan in any respect
the Board deems necessary or advisable to provide eligible Senior Officers with the
maximum benefits provided.

1.23. Rights and obligations of the Recipient under any Award granted before
amendment of the Plan shall not be materially impaired by any amendment of the Plan
except with the written consent of the Recipient, unless such amendment is necessary to
comply with any applicable law, regulation or rule as determined in the sole discretion
of the Board.

1.24. The Board at any time, and from time to time, may amend, modify, extend,
cancel or renew any Award or waive any restrictions or conditions applicable to any
Award or any shares acquired upon the exercise thereof and accelerate, continue, extend
or defer the exercise time for any Award or the vesting of any shares acquired upon the
exercise thereof, including with respect to the period following a Recipient’s termination
of Continuous Status as a Senior Officer; provided, however, that the rights and
obligations under any Award shall not be materially impaired by any such amendment
except with the written consent of the Recipient, unless such amendment is necessary to
comply with any applicable law, regulation or rule as determined in the sole discretion
of the Board.

The Board may accelerate the time at which an Option may first be exercised or the time
during which an Option or any part thereof will vest notwithstanding the provisions in
the Option Agreement stating the time at which it may first be exercised or the time
during which it will vest.

1.25. The Board may amend the Plan to take into account changes in law and tax and
accounting rules, as well as other developments, and to grant Awards that qualify for
beneficial treatment under such rules without stockholder approval.

ARTICLE XI. TERMINATION OR SUSPENSION OF THE PLAN.

1.26. The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on ________, which shall be within ten (10) years
from the date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is later. No Awards may be granted under the Plan while the Plan
is suspended or after it is terminated.

1.27. Rights and obligations under any Award granted while the Plan is in effect shall
not be impaired by suspension or termination of the Plan, except with the written consent
of the Recipient, unless such impairment is necessary to comply with any applicable law,
regulation or rule all as determined in the sole discretion of the Board.

ARTICLE XII. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Awards granted
under the Plan shall be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval shall be obtained within twelve (12)
months before or after the date when the Plan is adopted by the Board.