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Exhibit 4.01
POWERBALL INTERNATIONAL, INC.
2004 STOCK OPTION AND AWARD PLAN

POWERBALL INTERNATIONAL, INC., a Utah corporation (the "Company"), hereby
adopts this 2004 Stock Option and Award Plan (the "Plan"), effective as of the
12th day of November 2004, under which options to acquire stock of the Company
or bonus stock may be granted from time to time to employees, including of
officers and directors of the Company and/or its subsidiaries. In addition, at
the discretion of the board of directors or other administrator of this Plan,
options to acquire stock of the Company or bonus stock may from time to time
be granted under this Plan to other individuals who contribute to the success
of the Company or its subsidiaries but who are not employees of the Company,
all on the terms and conditions set forth herein.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assisting in the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. It is designed
to aid the Company in retaining the services of executives and employees and
in attracting new personnel when needed for future operations and growth and
to provide such personnel with an incentive to remain employees of the
Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who are
perceived by management as having contributed to the success of the Company or
who are important to the continued business and operations of the Company. The
above aims will be effectuated through the granting of options ("Options") to
purchase shares of common stock of the Company, par value $0.001 per share
(the "Stock"), or the granting of awards of bonus stock ("Stock Awards"), all
subject to the terms and conditions of this Plan. It is intended that the
Options issued pursuant to this Plan include, when designated as such at the
time of grant, options which qualify as Incentive Stock Options ("Incentive
Options") within the meaning of section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or any amendment or successor provision of like
tenor. If the Company has a class of securities registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), it is
intended that Options or Stock Awards granted pursuant to this Plan qualify
for the exemption provided for in Rule 16b-3 ("Rule 16b-3") promulgated under
the Exchange Act or any amendment or successor rule of like tenor when granted
in accordance with the provisions of such rule.

2. Shareholder Approval. The Plan shall become effective immediately on
adoption by the board of directors of the Company (the "Board") and awards
under the Plan can be made at that time or at any subsequent time. The Plan
shall be submitted to the Company's shareholders in the manner set forth
below:

 (a) Within twelve months after the Plan has been adopted by the Board, the
Plan shall be submitted for approval by those shareholders of the Company who
are entitled to vote on such matters at a duly held shareholders' meeting or
approved by the unanimous written consent of the holders of the issued and
outstanding Stock of the Company. If the Plan is presented at a shareholders'
meeting, it shall be approved by the affirmative vote of the holders of a
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majority of the issued and outstanding Stock in attendance, in person or by
proxy, at such meeting. Notwithstanding the foregoing, the Plan may be
approved by the shareholders in any other manner not inconsistent with the
Company's articles of incorporation and bylaws, the applicable provisions of
state corporate laws, and the applicable provisions of the Code and
regulations adopted thereunder.

 (b) In the event the Plan is so approved, the secretary of the Company shall,
as soon as practicable following the date of final approval, prepare and
attach to this Plan certified copies of all relevant resolutions adopted by
the shareholders and the Board.

 (c) Failure to obtain shareholder approval on or before the date that is
twelve months subsequent to the adoption of this Plan by the Board shall not
affect awards previously granted under the Plan; provided that, none of the
Options issued under this Plan will qualify as Incentive Options.

3. Administration of the Plan. Administration of the Plan shall be determined
by the Board. Subject to compliance with applicable provisions of the
governing law, the Board may delegate administration of the Plan or specific
administrative duties with respect to the Plan, on such terms and to such
committees of the Board as it deems proper. Any Option or Stock Award approved
by the Board shall be approved by a majority vote of those members of the
Board in attendance at a meeting at which a quorum is present. Any Option or
Stock Award approved by a committee designated by the Board shall be approved
as specified by the Board at the time of delegation. The interpretation and
construction of the terms of the Plan by the Board or a duly authorized
committee shall be final and binding on all participants in the Plan absent a
showing of demonstrable error. No member of the Board or duly authorized
committee shall be liable for any action taken or determination made in good
faith with respect to the Plan.

The Board's or duly authorized committee's determination under the Plan
(including without limitation determinations of the persons to receive Options
or Stock Awards, the form, amount, and timing of such Options or Stock Awards,
the terms and provisions of such Options or Stock Awards, and the agreements
evidencing same) need not be uniform and may be made by the Board or duly
authorized committee selectively among persons who receive, or are eligible to
receive, Options or Stock Awards under the Plan, whether or not such persons
are similarly situated.

4. Shares of Stock Subject to the Plan.  A total of 3,000,000 shares of Stock
may be subject to, or issued pursuant to, Options or Stock Awards granted
under the terms of this Plan. Any shares subject to an Option or Stock Award
under the Plan, which Option or Stock Award for any reason expires or is
forfeited terminated, or surrendered unexercised as to such shares, shall be
added back to the total number of shares reserved for issuance under the terms
of this Plan. If any right to acquire Stock granted under the Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of Stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.  The
number of shares of Stock subject to the Plan is subject to adjustment as set
forth in Section 16 hereof.

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5. Reservation of Stock on Granting of Option.  At the time of granting any
Option under the terms of this Plan, there will be reserved for issuance on
the exercise of the Option the number of shares of Stock of the Company
subject to such Option. The Company may reserve either authorized but unissued
shares or issued shares that have been reacquired by the Company.

6. Eligibility. Options or Stock Awards under the Plan may be granted to
employees, including officers and directors, of the Company or its
subsidiaries, as may be existing from time to time, and to other individuals
who are not employees of the Company as may be deemed in the best interest of
the Company by the Board or a duly authorized committee. Such Options or Stock
Awards shall be in the amounts, and shall have the rights and be subject to
the restrictions, as may be determined by the Board or a duly authorized
committee at the time of grant, all as may be within the general provisions of
this Plan.

7. Term of Options and Certain Limitations on Right to Exercise.

 (a) Each Option shall have the term established by the Board or duly
authorized committee at the time the Option is granted but in no event may an
Option have a term in excess of five years.

 (b) The term of the Option, once it is granted, may be reduced only as
provided for in this Plan or under the written provisions of the Option.

 (c) Unless otherwise specifically provided by the written provisions of the
Option, no holder or his or her legal representative, legatee, or distributee
will be, or shall be deemed to be, a holder of any shares subject to an Option
unless and until the holder exercises his or her right to acquire all or a
portion of the Stock subject to the Option and delivers the required
consideration to the Company in accordance with the terms of this Plan and the
Option and then only to the extent of the number of shares of Stock acquired.
Except as specifically provided in this Plan or as otherwise specifically
provided by the written provisions of the Option, no adjustment to the
exercise price or the number of shares of Stock subject to the Option shall be
made for dividends or other rights for which the record date is prior to the
date the Stock subject to the Option is acquired by the holder.

 (d) Options under the Plan shall vest and become exercisable at such time or
times and on such terms as the Board or a duly authorized committee may
determine at the time of the grant of the Option.

 (e) Options granted under the Plan shall contain such other provisions,
including, without limitation, further restrictions on the vesting and
exercise of the Option, as the Board or a duly authorized committee shall deem
advisable.

 (f) In no event may an Option be exercised after the expiration of its term.

 (g) Unless otherwise specifically provided by the written provisions of an
Option granted pursuant to this Plan, upon receipt of:

  (i) any request that the exercise of the Option or the resale of any shares
of Stock issued or to be issued on exercise of such Option will be registered
under the Securities Act; or

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  (ii) any notice of exercise of such Option pursuant to its terms, in lieu of
any obligation to effect any registration with respect to the Options or
shares of Common Stock issuable on such Option or in lieu of delivering shares
of Common Stock on the exercise of the Option;

the Company may, within five business days of receipt of such request to
register or notice of exercise, purchase, in whole or in part, such Options
from the Optionee at an amount in cash equal to the difference between the
then current fair market value (as defined below) of the Common Stock on the
day of such repurchase and the exercise price in effect on such day.

In order to exercise such right, the Company must provide written notice to
the optionee at least five days prior to the date that the Company proposes to
repurchase such Options. For purposes of this section. the fair market value
of the Common Stock shall be determined by the Board or a duly authorized
committee based on the closing price for the Stock as quoted on a registered
national securities exchange or, if not listed on a national exchange, the
Nasdaq Stock Market ("Nasdaq"), on the trading day immediately preceding the
date that the Company's provides notice of its intent to repurchase the
Options, or, if not listed on such an exchange or included on Nasdaq, the
closing price for the Stock as determined by the Board or a duly authorized
committee through any other reliable means of determination available on the
close of business on the trading day last preceding the date of providing the
notice.

8. Exercise Price. The exercise price of each Option issued under the Plan
shall be determined by the Board or a duly authorized committee on the date of
grant.

9. Payment of Exercise Price. The exercise of any Option shall be contingent
on receipt by the Company of cash, certified bank check to its order, or other
consideration acceptable to the Company; provided that, at the discretion of
the Board or a duly authorized committee, the written provisions of the Option
may provide that payment can be made in whole or in part in shares of Stock of
the Company that have been owned by the optionee for more than six months or
by the surrender of Options to acquire Stock from the Company that have been
held for more than six months, which Stock or Options shall be valued at their
then fair market value as determined by the Board or a duly authorized
committee. Any consideration approved by the Board or a duly authorized
committee that calls for the payment of the exercise price over a period of
more than one year shall provide for interest, which shall not be included as
part of the exercise price, that is equal to or exceeds the imputed interest
provided for in section 483 of the Code or any amendment or successor section
of like tenor.

10. Withholding. If the grant of a Stock Award or the grant or exercise of an
Option pursuant to this Plan, or any other event in connection with any such
grant or exercise, creates an obligation to withhold income and employment
taxes pursuant to the Code or applicable state or local laws, such obligation
may, at the discretion of the Board or a duly authorized committee at the time
of the grant of the Option or Stock Award and to the extent permitted by the
terms of the Option or Stock Award and the then governing provisions of the
Code and the Exchange Act, be satisfied (i) by the holder of the Option or
Stock Award delivering to the Company an amount of cash equal to such
withholding obligation; (ii) by the Company withholding from any compensation

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or other amount owing to the holder of the Option or Stock Award the amount
(in cash, Stock, or other property as the Company may determine) of the
withholding obligation; (iii) by the Company withholding shares of Stock
subject to the Option or Stock Award with a fair market value equal to such
obligation; or (iv) by the holder of the Option or Stock Award either
delivering shares of Stock that have been owned by the holder for more than
six months or canceling Options or other rights to acquire Stock from the
Company that have been held for more than six months with a fair market value
equal to such requirements. In all events, delivery of shares of Stock
issuable on exercise of the Option or on grant of the Stock Award shall be
conditioned upon and subject to the satisfaction or making provision for the
satisfaction of the withholding obligation of the Company resulting from the
grant or exercise of the Option, grant of the Stock Award, or any other event.
The Company shall be further authorized to take such other action as may be
necessary, in the opinion of the Company, to satisfy all obligations for the
payment of such taxes.

11. Incentive Options - Additional Provisions. In addition to the other
restrictions and provisions of this Plan, any Option granted hereunder that is
intended to be an Incentive Option shall meet the following further
requirements:

 (a) The exercise price of an Incentive Option shall not be less than the fair
market value of the Stock on the date of grant of the Incentive Option as
determined by the Board or a duly authorized committee based on the closing
price for the Stock as quoted on a registered national securities exchange or,
if not listed on a national exchange or Nasdaq, over the five-day trading
period immediately prior to the date of grant of such Incentive Option, or, if
not listed on such an exchange or included on Nasdaq, the closing price for
the Stock as determined by the Board or a duly authorized committee through
any other reliable means of determination available on the close of business
on the trading day last preceding the date of grant of such Incentive Option
and permitted by the applicable provisions of the Code.

 (b) No Incentive Option may be granted under the Plan to any individual that
owns (either of record or beneficially) Stock possessing more than 10% of the
combined voting power of the Company or any parent or subsidiary corporation
unless both the exercise price is at least 110% of the fair market value of
the Stock on the date the Option is granted and the Incentive Option by its
terms is not exercisable more than five years after the date it is granted.

 (c) Incentive Options may be granted only to employees of the Company or its
subsidiaries and only in connection with that employee's employment by the
Company or the subsidiary. Notwithstanding the above, directors and other
individuals who have contributed to the success of the Company or its
subsidiaries may be granted Incentive Options under the Plan, subject to, and
to the extent permitted by, applicable provisions of the Code and regulations
promulgated thereunder, as they may be amended from time to time.

 (d) The aggregate fair market value (determined as of the date the Incentive
Option is granted) of the shares of Stock with respect to which Incentive
Options are exercisable for the first time by any individual during any
calendar year under the Plan (and all other plans of the Company and its
subsidiaries) may not exceed $100,000.

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 (e) No Incentive Option shall be transferable other than by will or the laws
of descent and distribution and shall be exercisable, during the lifetime of
the optionee, only by the optionee to whom the Incentive Option is granted.

 (f) No individual acquiring shares of Stock pursuant to any Incentive Option
granted under this Plan shall sell, transfer, or otherwise convey the Stock
until after the date that is both two years after the date the Incentive
Option was granted and one year after the date the Stock was acquired pursuant
to the exercise of the Incentive Option. If any individual makes a
disqualifying disposition, he or she shall notify the Company within 30 days
of such transaction.

 (g) No Incentive Option may be exercised unless the holder was, within three
months of such exercise, and had been since the date the Incentive Option was
granted, an eligible employee of the Company as specified in the applicable
provisions of the Code, unless the employment was terminated as a result of
the death or disability (as defined in the Code and the regulations
promulgated thereunder as they may be amended from time to time) of the
employee or the employee dies within three months of the termination. In the
event of termination as a result of disability, the holder shall have a one
year period following termination in which to exercise the Incentive Option.
In the event of death of the holder, the Incentive Option must be exercised
within six months after the issuance of letters testamentary or administration
or the appointment of an administrator, executor, or personal representative,
but not later than one year after the date of termination of employment. An
authorized absence or leave approved by the Board or a duly authorized
committee for a period of 90 days or less shall not be considered an
interruption of employment for any purpose under the Plan.

 (h) All Incentive Options shall be deemed to contain such other limitations
and restrictions as are necessary to conform the Incentive Option to the
requirements for "incentive stock options" as defined in section 422 of the
Code, or any amendment or successor statute of like tenor.

All of the foregoing restrictions and limitations are based on the governing
provisions of the Code as of the date of adoption of this Plan. If at any time
the Code is amended to permit the qualification of an Option as an incentive
stock option without one or more of the foregoing restrictions or limitations
or the terms of such restrictions or limitations are modified, the Board or a
duly authorized committee may grant Incentive Options, and may modify
outstanding Incentive Options in accordance with such changes, all to the
extent that such action by the Board or duly authorized committee does not
disqualify the Options from treatment as incentive stock options under the
provisions of the Code as may be amended from time to time.

12. Awards to Directors and Officers. To the extent the Company has a class of
securities registered under the Exchange Act, Options or Stock Awards granted
under the Plan to directors and officers (as used in Rule 16b-3 promulgated
under the Exchange Act or any amendment or successor rule of like tenor)
intended to qualify for the exemption from section 16(b) of the Exchange Act
provided in Rule 16b-3 shall, in addition to being subject to the other
restrictions and limitations set forth in this Plan, be made as follows:

 (a) A transaction whereby there is a grant of an Option or Stock Award
pursuant to this Plan must satisfy one of the following:

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  (i) The transaction must be approved by the Board or a duly authorized
committee composed solely of two or more non-employee directors of the Company
(as defined in Rule 16b-3);

  (ii) The transaction must be approved or ratified, in compliance with
section 14 of the Exchange Act, by either: the affirmative vote of the holders
of a majority of the securities of the Company present or represented and
entitled to vote at a meeting of the shareholders of the Company held in
accordance with the applicable laws of the state of incorporation of the
Company; or, if allowed by applicable state law, the written consent of the
holders of a majority, or such greater percentage as may be required by
applicable laws of the state of incorporation of the Company, of the
securities of the Company entitled to vote. If the transaction is ratified by
the shareholders, such ratification must occur no later than the date of the
next annual meeting of shareholders; or

  (iii) The Stock acquired must be held by the officer or director for a
period of six months subsequent to the date of the grant; provided that, if
the transaction involves a derivative security (as defined in section 16 of
the Exchange Act), this condition shall be satisfied if at least six months
elapse from the date of acquisition of the derivative security to the date of
disposition of the derivative security (other than on exercise or conversion)
or its underlying equity security.

 (b) Any transaction involving the disposition to the Company of its
securities in connection with Options or Stock Awards granted pursuant to this
Plan shall:

  (i) be approved by the Board or a duly authorized committee composed solely
of two or more non-employee directors; or

  (ii) be approved or ratified, in compliance with section 14 of the Exchange
Act, by either: the affirmative vote of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with the applicable laws of the state of
incorporation of the Company or, if allowed by applicable state law, the
written consent of the holders of a majority, or such greater percentage as
may be required by applicable laws of the state of incorporation of the
Company, of the securities of the Company entitled to vote; provided that,
such ratification occurs no later than the date of the next annual meeting of
shareholders.

All of the foregoing restrictions and limitations are based on the governing
provisions of the Exchange Act and the rules and regulations promulgated
thereunder as of the date of adoption of this Plan. If at any time the
governing provisions are amended to permit an Option to be granted or
exercised or Stock Award to be granted pursuant to Rule 16b-3 or any amendment
or successor rule of like tenor without one or more of the foregoing
restrictions or limitations, or the terms of such restrictions or limitations
are modified, the Board or a duly authorized committee may award Options or
Stock Awards to directors and of dicers, and may modify outstanding Options or
Stock Awards, in accordance with such changes, all to the extent that such
action by the Board or a duly authorized committee does not disqualify the
Options or Stock Awards from exemption under the provisions of Rule 16b-3 or
any amendment or successor rule of similar tenor.

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13. Stock Awards. The Board or a duly authorized committee may grant Stock
Awards to individuals eligible to participate in this Plan, in the amount, and
subject to the provisions determined by the Board or a duly authorized
committee. The Board or a duly authorized committee shall notify in writing
each person selected to receive a Stock Award hereunder as soon as practicable
after he or she has been so selected and shall inform such person of the
number of shares he or she is entitled to receive, the approximate date on
which such shares will be issued, and the Forfeiture Restrictions applicable
to such shares. (For purposes hereof, the term "Forfeiture Restrictions" shall
mean any prohibitions against sale or other transfer of shares of Stock
granted under the Plan and the obligation of the holder to forfeit his or her
ownership of or right to such shares and to surrender such shares to the
Company on the occurrence of certain conditions.) The Board or a duly
authorized committee may, at its discretion, require the payment in cash to
the Company by the award recipient of the par value of the Stock. The shares
of Stock issued pursuant to a Stock Award shall not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed of during such
period or periods of time which the Board or a duly authorized committee shall
establish at the time of the grant of the Stock Award. If a Stock Award is
made to an employee of the Company or its subsidiaries, the employee shall be
obligated for no consideration other than the amount, if any, of the par value
paid in cash for such shares, to forfeit and surrender such shares as he or
shall have received under the Plan which are then subject to Forfeiture
Restrictions to the Company if he or she is no longer an employee of the
Company or its subsidiaries for any reason; provided that, in the event of
termination of the employee's employment by reason of death or total and
permanent disability, the Board or duly authorized committee, in its sole
discretion, may cancel the Forfeiture Restrictions. Certificates representing
shares subject to Forfeiture Restrictions shall be appropriately legend as
determined by the Board or a duly authorized committee to reflect the
Forfeiture Restrictions, and the Forfeiture Restrictions shall be binding on
any transferee of the shares.

14. Assignment. At the time of grant of an Option or Stock Award, the Board or
duly authorized Committee, in its sole discretion, may impose restrictions on
the transferability of such Option or Stock Award and provide that such Option
shall not be transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code and that, except as permitted by the foregoing, such Options or Stock
Awards, granted under the Plan and the rights and privileges thereby conferred
shall not be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to
execution, attachment, or similar process. On any attempt to transfer, assign,
pledge, hypothecate, or otherwise dispose of the Option or Stock Award, or of
any right or privilege conferred thereby, contrary to the provisions thereof,
or on the levy of any attachment or similar process on such rights and
privileges, the Option or Stock Award and such rights and privileges shall
immediately become null and void.

15. Additional Terms and Provisions of Awards. The Board or duly authorized
committee shall have the right to impose additional limitations on individual
awards under the Plan. For example, and without limiting the authority of the
Board or a duly authorized committee, an individual award may be conditioned
on continued employment for a specified period or may be voided based on the
award holder's gross negligence in the performance of his or her duties,

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substantial failure to meet written standards established by the Company for
the performance of his or her duties, criminal misconduct, or willful or gross
misconduct in the performance of his or her duties. In addition, the Board or
a duly authorized committee may establish additional rights in the holders of
individual awards at the time of grant. For example, and without limiting the
authority of the Board or a duly authorized committee, an individual award may
include the right to immediate payment of the value inherent in the award on
the occurrence of certain events such as a change in control of the Company,
all on the terms and conditions set forth in the award at the time of grant.
The Board or a duly authorized committee may. at the time of the grant of the
Option or Stock Award, establish any other terms, restrictions, or provisions
on the exercise of an Option or the holding of Stock subject to the Stock
Award as it deems appropriate. All such terms, restrictions, and provisions
must be set forth in writing at the time of grant in order to be effective.

16. Dilution or Other Adjustment. In the event that the number of shares of
Stock of the Company from time to time issued and outstanding is increased
pursuant to a stock split or a stock dividend, the number of shares of Stock
then covered by each outstanding Option granted hereunder shall be increased
proportionately, with no increase in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be increased by the same proportion. Shares awarded under the terms of a Stock
Award shall be entitled to the same rights as other issued and outstanding
shares of Stock, whether or not then subject to Forfeiture Restrictions,
although any additional shares of Stock issued to the holder of a Stock Award
shall be subject to the same Forfeiture Restrictions as the Stock Award. In
the event that the number of shares of Stock of the Company from time to time
issued and outstanding is reduced by a combination or consolidation of shares,
the number of shares of Stock then covered by each outstanding Option granted
hereunder shall be reduced proportionately, with no reduction in the total
purchase price of the shares then so covered, and the number of shares of
Stock subject to the Plan shall be reduced by the same proportion. Shares
awarded under a Stock Award shall be treated as other issued and outstanding
shares of Stock, whether or not then subject to Forfeiture Restrictions. In
the event that the Company should transfer assets to another corporation and
distribute the stock of such other corporation without the surrender of Stock
of the Company, and if such distribution is not taxable as a dividend and no
gain or loss is recognized by reason of section 355 of the Code or any
amendment or successor statute of like tenor, then the total purchase price of
the Stock then covered by each outstanding Option shall be reduced by an
amount that bears the same ratio to the total purchase price then in effect as
the market value of the stock distributed in respect of a share of the Stock
of the Company, immediately following the distribution, bears to the aggregate
of the market value at such time of a share of the Stock of the Company plus
the stock distributed in respect thereof. Shares issued under a Stock Award
shall be treated as issued and outstanding whether or not subject to
Forfeiture Restrictions, although any stock of the other corporation to be
distributed with respect to the shares awarded under the Stock Award shall be
subject to the Forfeiture Restrictions then applicable to such shares and may
be held by the Company or otherwise subject to restrictions on transfer until
the expiration of the Forfeiture Restrictions. In the event that the Company
distributes the stock of a subsidiary to its shareholders, makes a
distribution of a major portion of its assets, or otherwise distributes a
significant portion of the value of its issued and outstanding Stock to its
shareholders, the number of shares then subject to each outstanding Option and

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the Plan, or the exercise price of each outstanding Option, may be adjusted in
the reasonable discretion of the Board or a duly authorized committee. Shares
awarded under a Stock Award shall be treated as issued and outstanding,
whether or not subject to Forfeiture Restrictions, although any Stock, assets,
or other rights distributed shall be subject to the Forfeiture Restrictions
governing the shares awarded under the Stock Award and, at the discretion of
the Board or a duly authorized committee, may be held by the Company or
otherwise subject to restrictions on transfer by the Company until the
expiration of such Forfeiture Restrictions. All such adjustments shall be made
by the Board or duly authorized committee, whose determination upon the same,
absent demonstrable error, shall be final and binding on all participants
under the Plan. No fractional shares shall be issued, and any fractional
shares resulting from the computations pursuant to this section shall be
eliminated from the respective Option or Stock Award. No adjustment shall be
made for cash dividends, for the issuance of additional shares of Stock for
consideration approved by the Board, or for the issuance to stockholders of
rights to subscribe for additional Stock or other securities.

17. Options or Stock Awards to Foreign Nationals. The Board or a duly
authorized committee may, in order to fulfill the purposes of this Plan and
without amending the Plan, grant Options or Stock Awards to foreign nationals
or individuals residing in foreign countries that contain provisions,
restrictions, and limitations different from those set forth in this Plan and
the Options or Stock Awards made to United States residents in order to
recognize differences among the countries in law, tax policy, and custom. Such
grants shall be made in an attempt to provide such individuals with
essentially the same benefits as contemplated by a grant to United States
residents under the terms of this Plan.

18. Listing and Registration of Shares. Unless otherwise expressly provided on
the granting of an award under this Plan, the Company shall have no obligation
to register any securities issued pursuant to this Plan or issuable on the
exercise of Options granted hereunder. Each award shall be subject to the
requirement that if at any time the Board or a duly authorized committee shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered thereby on any securities exchange or
under any state or federal law, or obtain the consent or approval of any
governmental agency or regulatory body as a condition of, or in connection
with, the granting of such award or the issuance or purchase of shares
thereunder, such award may not be made or exercised in whole or in part unless
and until such listing. registration, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board or a
duly authorized committee.

19. Expiration and Termination of the Plan. The Plan may be abandoned or
terminated at any time by the Board or a duly authorized committee except with
respect to any Options or Stock Awards then outstanding under the Plan. The
Plan shall otherwise terminate on the earlier of the date that is: (i) ten
years after the date the Plan is adopted by the Board; or (ii) ten years after
the date the Plan is approved by the shareholders of the Company.

20. Form of Awards. Awards granted under the Plan shall be represented by a
written agreement which shall be executed by the Company and which shall
contain such terms and conditions as may be determined by the Board or a duly
authorized committee and permitted under the terms of this Plan. Option

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agreements evidencing Incentive Options shall contain such terms and
conditions, among others, as may be necessary in the opinion of the Board or a
duly authorized committee to qualify them as incentive stock options under
section 422 of the Code or any amendment or successor statute of like tenor.

21. No Right of Employment. Nothing contained in this Plan or any Option or
Stock Award shall be construed as conferring on a director, officer, or
employee any right to continue or remain as a director, officer, or employee
of the Company or its subsidiaries.

22. Leaves of Absence. The Board or duly authorized committee shall be
entitled to make such rules, regulations, and determinations as the Board or
duly authorized committee deems appropriate under the Plan in respect of any
leave of absence taken by the recipient of any Option or Stock Award. Without
limiting the generality of the foregoing, the Board or duly authorized
committee shall be entitled to determine (a) whether or not any such leave of
absence shall constitute a termination of employment within the meaning of the
Plan, and (b) the impact, if any, of any such leave of absence on any Option
or Stock Award under the Plan theretofore made to any recipient who takes such
leave of absence.

23. Amendment of the Plan. The Board or a duly authorized committee may modify
and amend the Plan in any respect; provided, however, that to the extent such
amendment or modification would cause the Plan to no longer comply with the
applicable provisions of the Code with respect to Incentive Options, such
amendment or modification shall also be approved by the shareholders of the
Company. Subject to the foregoing and, if the Company is subject to the
provisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3
promulgated under the Exchange Act or any amendment or successor rule of like
tenor, the Plan shall be deemed to be automatically amended as is necessary
(i) with respect to the issuance of Incentive Options, to maintain the Plan in
compliance with the provisions of section 422 of the Code, and regulations
promulgated thereunder from time to time, or any amendment or successor
statute thereto, and (ii) with respect to Options or Stock Awards granted to
officers and directors of the Company, to maintain the awards made under the
Plan in compliance with the provisions of Rule 16b-3 promulgated under the
Exchange Act or any amendment or successor rule of like tenor.

DATE: November 12, 2004

ATTEST:


By________________________________________
  _______________________________, Secretary


