Common use of Stock Options Clause in Contracts

Stock Options. (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. On the date hereof ("Grant Date"), Employer will grant to Executive incentive and non-statutory stock options ("New Options"), under a stock option plan of Employer, to purchase Two Hundred Thousand (200,000) shares of Employer's Common Stock. The exercise price of such options shall be the fair market value of Employer's Common Stock at the close of the market on the Grant Date. Such options shall vest and become exercisable as follows: (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option One Hundred Thousand (the "Option"100,000) to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option New Options shall irrevocably vest and become exercisable so long as Executive is on June 30, 2004, and One Hundred Thousand (100,000) New Options shall irrevocably vest and become exercisable on June 30, 2005 (each of such dates an employee of the Company"Annual Vesting Date"), subject to Executive's continued employment on each vesting date. The number of Shares with respect to which New Options shall expire ten (10) years after the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationGrant Date. (b) The Company shall further grant to Executive Old Option Agreement provides that options for 90,000 shares of Common Stock will vest on each anniversary date of this Agreement a nonqualified stock option August 25, 2001, August 25, 2002 and August 25, 2003 (each, an "Old Option Vesting Date"), subject to the terms of such agreement. If Executive's employment is terminated by Employer without "Option"Cause" (defined below) to purchase an additional 5,000 shares of between the Company's common stock (the "Shares") at the market price per share Commencement Date and August 25, 2003, any unvested Old Options as of the close Date of business on Termination (defined below) which would have vested at the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which next Old Option Vesting Date shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, vest in the manner described proportion that the number of completed months in Section 5(a) abovethe current Contract Year bears to the full Contract Year; provided, however, that if the Date of Termination is after June 23, 2003, all Old Options shall vest. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise If during either of the options. The options twelve month periods ending June 30, 2004 or 2005 Executive's employment is terminated without Cause, any unvested New Options as of the Date of Termination which would have vested at the next Annual Vesting Date shall be exercised and payment made vest in the proportion that the number of complete months from the beginning of such twelve month period bears to the Company in accordance with procedures provided by the Compensation Committee of the Companyfull twelve month period. (d) All stock options granted If Executive's employment is terminated by Executive for "Good Reason" (defined below) pursuant to Executive prior to this Agreement remain Section 5.1(a) (ii), (iii), (iv), (v) or (vi), any unvested New Options or Old Options as of the Date of Termination shall immediately vest in effect consistent with their granted termsfull.

Stock Options. (a) The Company hereby grants to Executive as of On your start date, you will be awarded, in accordance with the date of this Agreement Horizon qualified Equity Incentive Plan, a nonqualified vesting stock option (the "Option") to purchase 20,000 150,000 shares of the Company's HOH common stock (the "Shares") at the market strike price per share as of at the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee day of the Company. The number signed Employment Agreement or the strike price on your start date, whichever is the lower PLUS 50,000 restricted stock options of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination HOH common stock at 85% of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") strike price at the market price per share as of the close of business on the immediately preceding August 31 or as day of the end signed Employment Agreement or the strike price on your start date, whichever is lower. At the time you are promoted to President / CEO you will receive additional 50,000 options at the fair market value at that time. All of the fiscal stock options described in this paragraph 7 are referred to in this letter agreement as the "Stock Options." Except as provided otherwise in this paragraph 7, the Stock Options will vest at 25% per year if not August 31on the anniversary date of the award with a 5-year exercise period. In the event of a Change of Control of HOH, which Option the Stock Options immediately shall become exercisable so long in full. A "Change in Control" of HOH shall be deemed to have occurred if (i) any person (as Executive such term is an employee used in Sections 13(d) and 14(d) (2) of the CompanySecurities and Exchange Act of 1934 (the "Exchange Act")), and Company remains a public companyother than HOH, is or becomes the beneficial owner (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of 50% or more of the combined voting power of the outstanding shares of capital stock of HOH entitled to vote generally in the manner described election of directors (calculated as provided in Section 5(aRule 13d-3(d) above. under the Exchange Act in the case of rights to acquire capital stock), whether by means of a tender offer or exchange offer, Transaction or otherwise; or (cii) The options described in (the Board or stockholders of HOH approve a Transaction. A "Transaction" is: a) and (any consolidation or merger of HOH other than a merger solely to effect a reincorporation or a merger of HOH as to which stockholder approval is not required pursuant to Sections 251(f) or 253 of the Delaware General Corporation Law; or b) above are not transferable to any third party by the Executive except to sale, lease, exchange or other transfer (in one transaction or a revocable living trust established by the Executive series of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise related transactions) of 50% or more of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee assets of the CompanyHOH. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of On the date of this Agreement employment, Employee shall be granted a nonqualified stock option pursuant to Employer s Amended and Restated 1994 Equity Participation Plan (the "OptionPlan") to purchase 20,000 100,000 shares of common stock in Strouds, Inc. (the "Common Stock") with an exercise price equal to the fair market value of the Common Stock on such date. In addition, on the date of employment, Employee shall be granted a nonqualified stock option under the Plan to purchase an additional 200,000 shares of the Company's common stock (Common Stock with an exercise price equal to the "Shares") fair market value of the Common Stock on such date subject to approval of an amendment to Employer s Plan to be presented to Employer s shareholders at the market price per share as of 1998 annual meeting allowing for the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date grant of such termination, to additional options under the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationPlan. (b) The Company In recognition of the significant contribution made to the financial performance of Strouds, Inc. by Employee during the 1997 fiscal year, Employee shall further be granted a nonqualified stock option pursuant to the Plan to purchase 100,000 shares of common stock on the date that Employee receives the bonus described in paragraph 7 (a). (i) At the conclusion of the 1998 fiscal year, employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 50,000 shares of Common Stock. (ii) If employee receives a $97,500 cash bonus for fiscal year 1998, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the (iii) If Employee receives a cash bonus of $195,000 for fiscal year 1998, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 175,000 shares of the Common Stock in addition to the 50,000 shares set forth in Paragraph (8)(c)(i). (iv) In the event Strouds, Inc. does not achieve the established goal for the 1998 fiscal year, the Board of Directors may nonetheless grant additional stock options under the Plan (up to Executive a maximum of 50,000 shares in addition to the shares granted in Paragraph 8(c)(i)) if it determines, in its sole discretion, that it is nonetheless appropriate to make such grant upon review of all of the circumstances leading to the fiscal result for the year and the margin by which the goal was not attained. In no event will Employee receive an option to purchase more than 225,000 shares, as described in Paragraph 8(c)(iii). (i) At the conclusion of the 1999 fiscal year, employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 50,000 shares of Common Stock. (ii) If employee receives a $106,250.00 cash bonus for fiscal year 1999, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 125,000 shares of the Common Stock in addition to the 50,000 shares set forth in Paragraph 8(c)(i). (iii) If Employee receives a cash bonus of $212,500.00 for fiscal year 1999, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 175,000 shares of the Common Stock in addition to the 50,000 shares set forth in Paragraph (8)(c)(i). (iv) In the event Strouds, Inc. does not achieve the established goal for the 1999 fiscal year, the Board of Directors may nonetheless grant additional stock options under the Plan (up to a maximum of 50,000 shares in addition to the shares granted in Paragraph 8(c)(i)) if it determines, in its sole discretion, that it is nonetheless appropriate to make such grant upon review of all of the circumstances leading to the fiscal result for the year and the margin by which the goal was not attained. In no event will Employee receive an option to purchase more than 225,000 shares, as described in Paragraph 8(c)(iii). (e) All options granted pursuant to the above provision shall vest at the rate of 25% per year on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares date of the Company's common stock (grant of such options, as long as Employee remains employed by Strouds on the "Shares") at the market price per share as anniversary date of the close granting of business on such options. If Employee is terminated pursuant to paragraph 15(g), any options which have been granted to Employee shall vest immediately, except to the immediately preceding August 31 or as of extent prohibited by the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) abovePlan. (cf) If stock options would otherwise be granted to Employee under any of the provisions of either paragraph 8(c) or paragraph 8 (d), the Board of Directors may elect to provide a lump sum cash payment in lieu of the stock options. The options described in (a) and (b) above are not transferable to any third party by dollar amount of the Executive except to a revocable living trust lump sum cash payment shall be established by the Executive Board of which Directors based on its good faith determination as to the Executive is value of the stock options that would have otherwise been granted, taking into consideration all of the circumstances existing at the time, including, but not limited to, the fact that the options, if granted, would not have vested immediately, but would have been subject to a trustee and the primary beneficiaryvesting schedule. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise determination of the options. The Board of Directors as to the value of the options and, hence, the amount of the cash payment, shall be exercised final and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companybinding on all parties. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The As part of the Employee's compensation and to induce Employee to enter into this Agreement the Company hereby grants to Executive Employee options to purchase 125,000 shares of the Company's Common Stock, $.01 par value, upon and subject to the following conditions: (A) The option agreement dated as of May 20, 1999 by and between the date of this Agreement a nonqualified stock Company and DaVinci is assigned to Employee, in accordance with the annexed assignment, whereby, the option (the "Option") granted to DaVinci to purchase 20,000 100,000 shares of the Company's common stock (Common Stock shall be assigned and transferred to Employee subject to the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Companyfollowing amendments. The number of Shares with respect to which the Option may be exercised Agreement shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue amended as follows: (i) to be included in increase the number of Shares with respect shares underlying the Option to which equal an aggregate of 125,000 shares (ii) 25,000 shares underlying the Option shall then be exercisable along with any other Shares as to which vested upon execution of this Agreement (iii) the balance of the shares underlying the Option may become exercisable. The Option shall be exercisable following vest at the termination rate of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof1/3 per annum, for a which vesting period of ninety (90) days from the date of such termination, to the extent the Option was exercisable shall commence as of the date of such terminationthe Option Agreement, whereby 1/3 of the shares underlying the balance of the option (33,333 shares) shall vest at the end of each year that this Agreement is in effect. The Option 25,000 shares referenced in (A)(ii) above shall be exercisable following the termination at $2.75 per share and of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent remaining 100,000 shares underlying the Option was 75% or 75,000 shares shall be exercisable as of the date of such terminationat $2.75 and 25% or 25,000 shares shall be exercisable at $11.20; on a pro rata basis. (bB) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above provided for herein are not transferable by Employee and shall be exercisable only by Employee, or by his legal representative or executor, as provided under the terms of the stock option agreement, except that the Employee shall be eligible to any third party by assign or transfer the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only right to purchase whole shares25,000 shares underlying the Option to DaVinci. No fractional shares will be issued upon exercise Such Option shall terminate as provided under the terms of the optionsstock option agreement. The options shall be exercised and payment made Employee agrees to indemnify the Company against any claims by DaVinci, or any officer, director, employee or affiliate, for any rights under the above referenced option agreement claimed against the Company by DaVinci due to the Company in accordance with procedures provided by the Compensation Committee assignment of the CompanyOption to the Employee. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. A. Executive is hereby granted non- --------------- qualified options to acquire up to 875 shares of the common stock of Parent at a price of $1,000 per share (the Options). Common stock of Parent is referred to herein as Shares. The Options will be exercisable by payment of the exercise price in cash or Shares owned by the Executive (at fair market value). The Options shall have the following terms and provisions: (a) The Company hereby grants to Executive as Term of ten (10) years from the date hereof; provided, -------- however, that in the event of termination of employment of the date of this Agreement a nonqualified stock option (------- Employee for any reason whatsoever, the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on Options will terminate unless exercised within 60 days following the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationoccurs. (b) Vesting in equal monthly increments over three (3) years, commencing with the month of July, 1994. All Options shall become immediately vested upon the occurrence of any of the following: termination of Executive s employment without Cause; Change of control (as herein defined) of Parent; sale of equity securities of Parent in a public offering; sale by Parent of substantially all the assets or stock of Subsidiary; or death of Executive during his employment hereunder or disability of Executive resulting in termination of his employment with Employer. On June 30, 1994, Parent and its stockholders have executed a Shareholders Agreement (the Shareholders Agreement ). All Shares issuable upon the exercise of the Options shall be subject to the terms of the Shareholders Agreement. The Company Options are personal to the Employee and are non-transferable, except that upon the Employee s death, the Options shall further grant be transferable to his personal representative. Upon a cash exercise of the Options (in full or in part), Employer will lend to Executive on each (the Option Loan ) an amount equal to the exercise price of the Options (or the portion thereof actually exercised). Such Option Loan shall be repayable upon the he third anniversary of the date of this advance. Interest on the unpaid principal balance thereof shall accrue at a fixed rate equal to the Prime Rate charged by PNC at the time of exercise of the Option plus two (2%), payable upon maturity. Such Option Loan will be collateralized by a pledge of the Shares acquired pursuant to the subject exercise of the Options. The recourse of the Employer to collect the Option Loan, and any interest accrued thereon, shall be limited to such pledged Shares and Employer shall have no further recourse against Executive in order to collect any such amounts. In the event that Employer forecloses upon the collateral, Executive shall retain the benefit of the amount by which the value of the collateral exceeds the principal and interest due on the Option Loan. If after exercise of the Options Parent shall exercise a right, or have an obligation, under the Shareholders Agreement, to purchase the Shares which were subject to the Option, the principal amount of the Option Loan, and all accrued interest thereon, shall be offset against the purchase price of said Shares, with such offset being applied against installments on account of the purchase price coming due under the Shareholders Agreement a nonqualified stock option in the order of maturity. B. In addition to the Option, Executive is hereby granted additional options (the "Option"Additional Options ) to purchase an additional 5,000 acquire up to 375 shares of the Company's common stock of Parent at an exercise price as described below. The term of the Additional Options shall be ten (10) years from June 30, 1994; provided, however, that if a Liquidity Event (as -------- ------- herein defined) shall not theretofore have occurred, the term of the Additional Options shall automatically be extended for an additional ten years. The Additional Options are personal to the Employee and are non-transferable, except that upon the Employee s death, the Additional Options shall be transferable to his personal representative. The initial exercise price of the Additional Options was $1,000 per share. On each of June 30, 1995 and June 30, 1996 the exercise price increased by 40%. On each of June 30, 1997 and June 30, 1998, the exercise price shall increase by 40% over the exercise price applicable for the prior year. From and after the fifth anniversary date, the exercise price shall be $5,000 per share. The Additional Options will be exercisable by payment of the exercise price in cash or common stock of Parent (at fair market value). The Additional Options are immediately vested. However, the Additional Options are exercisable only (i) in the event of a Change of control or Holdings shall make an initial public offering of its shares of common stock (the "Shares"each, a Liquidity Event ), and (ii) if, at the market time of occurrence of such Liquidity Event, the Executive s employment with the Employer shall not have ben terminated by reason of his resignation (other than a resignation pursuant to Section 9(e)) or discharge for Cause. The Shares subject to the Additional Options shall not be subject to the Shareholders Agreement. C. In addition to the Option and the Additional Shares, Executive is hereby granted supplemental options (the Supplemental Options ) to acquire up to 840 shares of the common stock of the --- Parent at an exercise price of $1,600 per share share. Further, the Supplemental Options shall be exercisable only in the event that at the time of exercise, Weiss, Peck and Green realized an internal rate of return of 35% ▇▇ ▇re▇▇▇▇ on its equity investment in Imployer. The Supplemental Options shall otherwise be subject to the terms and conditions of the Options as set forth in this paragraph 6. D. During the three year period commencing on June 30, 1994, with the concurrence of the Employee and Jeffrey Weiss (which shall not unreasonably be withheld), Hold▇▇▇▇ ▇▇▇ ▇▇▇▇t options to acquire up to 1,200 Shares to persons who, at the time of grant, are employees of the Employer or one of its subsidiaries (the Employee Options ). The Employee Options shall be in substantially the same form and shall contain substantially the same terms as the Options and the Additional Options, and shall be issued in the same proportion to each such employee as the Options and Additional Options are granted hereunder to the Executive. Each grant of an Employee Option shall result in a reduction of the number of Shares subject to the Option and the Additional Option in an amount equal to 17.5% and 7.5%, respectively, of the number of Shares subject to such Employee Option. In addition, to the extend fewer than Employee Options covering fewer than 1,200 Shares have been issued on or prior to the third anniversary of June 30, 1994, the number of Shares subject to the Option and the Additional Option shall, effective as of the close of business on day following the immediately preceding August 31 or as third anniversary of the end date hereof, be further reduced by the Reduction Amount (as herein defined). The Reduction Amount shall be an amount determined by subtracting from 1,200 the number of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the CompanyShares subject to Employee Options actually granted, and Company remains a public companymultiplying the resulting number by 12.5%. The Reduction Amount shall be allocated 70% to the Options and 30% to the Additional Options. It is understood that, pursuant to as Subscription Agreement of June 30, 1994, Holdings has granted to W.G. Corporate Development Associates IV (Overseas), Ltd. options to purchase Shares in an amount equal, in the manner described in Section 5(aaggregate, to 50% of the Reduction Amount. For the purposes of this paragraph D, Employee Options which are granted but subsequently forfeited (regardless of when forfeited) aboveshall be deemed not to have been granted. E. Holdings agrees that it will not claim a deduction for federal income tax purposes resulting from the grant (cbut not the exercise) of the Options and the Additional Options to the Executive. F. The options described exercise price, and the number of shares subject to the Options and the Additional Options, are subject to equitable adjustment to take into account stock dividends, stock splits, recapitalizations and other dilutive events, all as reasonably determined in (a) and (b) above are not transferable to any third party good faith by the Executive except to a revocable living trust established by the Executive Company s board of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companydirectors. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. Pursuant to the Company's 2000 Stock Option Plan (a) The Company hereby grants referred to Executive throughout this Agreement as of the "Plan"), on the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination commencement of the Executive's employment with employment, the Company for other than Cause as defined in Section 12 hereof, for Board shall grant the Executive a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 aggregate of five hundred thousand (500,000) shares of the Company's common stock stock, $.01 par value per share (the "SharesCommon Stock") ), at an exercise price, pursuant to the market price per share as terms of the close Plan, equal to the closing price of business the Common Stock on The New York Stock Exchange on the immediately trading day next preceding August 31 or as the date of grant. Additional Options in the amount of fifty thousand (50,000) shares of Common Stock shall be granted at the end of the fiscal year if not August 31Executive's first and second years of employment, which Option shall become exercisable so long as Executive is an employee based on the achievement of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable milestones to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided determined jointly by the Compensation Committee of the CompanyBoard and the Executive. Said milestones shall be determined within three (3) months of the Executive's commencement of employment. The terms of the Options shall be set forth in an agreement between the Company and the Executive (the "Option Agreement") which shall not be less favorable to the Executive than the terms of this Agreement. The Options shall become exercisable twenty percent (20%) one year from the date of grant, an additional twenty percent (20%) two years from the date of grant, and the remaining sixty percent (60%) three years from the date of grant and shall expire ten (10) years after the date of grant; provided, however, that in the event that the Executive's employment with the Company is terminated, whether by the Company or the Executive, the Executive shall have the right to exercise vested Options (i.e., Options which are exercisable as of the termination date) for a period of one (1) year after such termination date. Notwithstanding the foregoing, (i) in the event of a "Change of Control" as defined in the Plan, or (ii) if the Executive terminates his employment for "Good Reason" as defined herein, or (iii) if the Executive is terminated by the Company other than for "Cause" as defined herein, then, in any of such events, all unvested Options shall immediately vest and become exercisable and remain so for a period of one (1) year unless otherwise cancelled or assumed following a Change of Control as provided by the terms of the Plan. The Company agrees that it shall at all times have a sufficient number of shares of Common Stock available for issuance upon the exercise of all Options granted hereunder. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive Effective as of the date of this Agreement a nonqualified the Executive's employment the Executive shall be granted stock option (the "Option") options to purchase 20,000 seventy-five thousand (75,000) shares of the Company's common stock (the "Shares") Common Stock of BridgeStreet at the market a price per share as equal to two dollars ($2.00) per share of BridgeStreet Common Stock. Such stock options shall be granted pursuant to, and shall be subject to the terms and conditions of, BridgeStreet's employee stock option plan or other equity incentive plan then in effect and the policies of the close Board then in effect with regard to the grant of business on stock options and the date on which this Agreement is executedterms hereof, which Option but shall in all events provide as follows: (i) The term of the stock options shall be for ten years (subject to earlier termination as set forth in the plan for merger and similar transactions). (ii) The stock options shall become exercisable so long as Executive is an employee in equal installments on the first, second and third anniversaries of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination date of the Executive's employment with provided that on each such date the Executive is employed by BridgeStreet. (iii) In the event that the Company for other than Cause undergoes a Change in Control (as defined in Section 12 hereof, for a period Exhibit B attached hereto) all stock options to become exercisable in the year of ninety (90) days from the Change in Control shall become exercisable on the date of such termination, to the extent Change in Control and fifty percent (50%) of the Option was remaining unvested stock options shall become exercisable as of effective on the date of such termination. The Option shall be exercisable following the termination of Change in Control. (iv) In the event BridgeStreet terminates the Executive's employment with BridgeStreet notwithstanding the Company for Cause as defined in Section 12 hereofterms of this Agreement, fifty percent (50%) of any stock options not yet exercisable shall become exercisable and shall remain exercisable for a period of forty-eight (48) hours three months from the date of such termination. In the event BridgeStreet terminates the Executive's employment with BridgeStreet for Cause (as hereinafter defined), to all of the extent stock options exercisable by the Option was Executive on the date of termination shall be exercisable for a period of one month from the date of termination and all other stock options shall terminate as of the date of such terminationthe Executive's employment terminates. (bv) The Company shall further grant to Executive on each anniversary date In the event the Executive's employment with BridgeStreet terminates because of this Agreement a nonqualified his death, fifty percent (50%) of any stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if options not August 31, which Option yet exercisable shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveexercisable. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants shall grant to Executive Executive, effective as of the date of this Agreement a nonqualified stock option (Commencement Date, the "Option") following options to purchase 20,000 acquire shares of the Company's common stock stock: (i) 50,000 shares with an exercise price equal to the "Shares") at the fair market price per share as value of the close of business Company's common stock on the date on which this Agreement is executedof grant, which Option option shall become exercisable so long as Executive is an employee of on the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as first anniversary of the date of such termination. The Option this Agreement; and (ii) 25,000 shares with an exercise price of $12.00 per share, which option shall be become exercisable following on the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as second anniversary of the date of this Agreement; and (iii) 21,032 shares with an exercise price of $15.00 per share, which option shall become exercisable on the third anniversary of the date of this Agreement; and (iv) 19,445 shares with an exercise price of $18.00 per share, which option shall become exercisable on the fourth anniversary of the date of this Agreement; and (v) 20,239 shares with an exercise price of $21.00 per share, which option shall become exercisable on the fifth anniversary of the date of this Agreement. Those options granted to Executive in this Section 2.3(a) shall be granted to Executive pursuant to the Company's 1997 Long-Term Incentive Plan and the terms and conditions governing such terminationoptions shall be as set forth in the form of the Stock Option Agreement attached hereto as Exhibit A and made a part hereof. (b) The Company shall further grant to Executive Executive, effective as of the Commencement Date, the following incentive stock options to acquire shares of the company's common stock; (i) 3,698 shares with an exercise price of $15.00 per share, which option shall become exercisable with respect to all of such shares on each the third anniversary of the date of this Agreement a nonqualified stock option Agreement; (the "Option"ii) to purchase 5,555 shares with an additional 5,000 shares exercise price of the Company's common stock (the "Shares") at the market price $18.00 per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31share, which Option option shall become exercisable so long as Executive is an employee with respect to all of such shares on the fourth anniversary of the Company, and Company remains a public company, in the manner described in Section 5(a) above.date of this Agreement; and (ciii) 4,761 shares with an exercise price of $21.00 per share, which option shall become exercisable with respect to all of such shares on the fifth anniversary of the date of this Agreement. The terms and conditions governing the options described in (athis Section 2.3(b) and (b) above are not transferable to any third party by shall be as set forth in the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise form of the options. The options shall be exercised Stock Option Agreement attached hereto as Exhibit B and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companya part hereof. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (aSubject to Section 4(i) The Company hereby grants to Executive as of below, in the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which event Executive’s employment under this Agreement is executed, which Option shall become exercisable so long as terminated by the Company involuntarily without Cause at any time during the period commencing two (2) months before and ending eighteen (18) months after the occurrence of a Change of Control or Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's terminates his employment with the Company for Good Reason at any time during the period commencing two (2) months before and ending eighteen (18) months after the occurrence of a Change of Control: (A) notwithstanding anything to the contrary contained in any stock option or other than Cause as defined in Section 12 hereofequity award plan of the Company (“Equity Incentive Plan”), for a period of ninety any and all stock options (90“Stock Options”), stock appreciation rights (“SARs”), restricted stock units or restricted stock (collectively “Equity Rights”) days from which were granted by the Company to Executive prior to the Term or during the Term shall immediately accelerate and become vested and exercisable upon the date of such termination, to termination of Executive’s employment. SARs or Stock Options granted after execution of this Agreement may be exercised during the extent the Option was exercisable as earlier of (1) one (1) year following the date of such termination. The Option shall be exercisable following termination or (2) the termination expiration of the Executive's employment with term of the SAR or Stock Option, and the Company for Cause as defined in shall take all actions necessary or advisable to give effect to this Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination.4(g)(ii)(A); and (bB) The Company shall further grant to all Equity Rights held by Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options were granted to Executive prior to the execution of this Agreement, including those which have been accelerated as set forth in section 4(g)(ii)(A), above, shall be exercisable pursuant to the terms of the agreement(s) under which they were granted, subject to and including, without limitation, the post termination exercise provisions set forth in sections 4(g)(ii) of the 2002 Agreement remain (“Post Termination Exercise Provisions”) which terms continue to govern. Provided that any Stock Option granted to Executive prior to the Term which on any date during the Term has both i) a shorter exercise period than set forth in Section 4(g)(ii)(A), above, in the event of a Change of Control termination or resignation for Good Reason as set forth herein, and ii) an exercise price higher than the closing price of Accelrys common stock, as listed in the NASDAQ National Market at any time after execution of this Agreement, shall be automatically deemed to be modified on such date so that the Stock Option may be exercised during the later of (1) December 31st of the year in which such option would have otherwise expired pursuant to the exercise terms of the applicable agreement, or 2) two and one half months following the date in which such option would have otherwise expired pursuant to the exercise terms of the applicable agreement, but in no event later than the date of the expiration of the term of the Stock Option, and the Company shall take all actions necessary or advisable to give effect consistent with their granted termsto this Section 4(g)(ii)(B). Anything contained in this Section 4(g)(ii) to the contrary notwithstanding, Executive shall not be entitled to any of the benefits set forth in this Section 4(g)(ii) if Executive resigns and terminates such employment voluntarily (other than for Good Reason) or is terminated by the Company (including without limitation any Acquiring Company) for Cause.

Stock Options. (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option i. Employee shall be granted 20,000 options (the "OptionInitial Options") to purchase 20,000 shares of the Company's common stock Common Stock at an exercise price of $1.00 per share, which such options are granted under the Company's 1998 Stock Option Plan and pursuant to the form of Option attached hereto as Exhibit A and incorporated herein by such reference. Such options shall be exercisable from the date of vesting and shall vest (i) 10,000 options on May 1, 1998, (ii) 5,000 options on May 1, 1999, and (iii) the remaining 5,000 options on May 1, 2000. The Initial Options shall expire May 1, 2002. ii. Provided Employee shall be in the employ of Company, Employee shall be granted on May 1, 1999 options for an additional 10,000 shares, which such options shall be granted under the Company's 1998 Stock Option Plan pursuant to the form of Option attached hereto as Exhibit A and incorporated herein by such reference. Such options (the "SharesAdditional Options") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchasedgranted at Fair Market Value (as hereinafter defined) on April 30, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option 1999, shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety five years from the vesting date, and shall vest (90i) days 3,334 options on May 1, 2000, (ii) 3,333 options on May 1, 2001, and (iii) the remaining 3,333 options on May 1, 2002. The Additional Options shall expire five years from the date of vesting. iii. Provided Employee shall be in the employ of Company, Employee shall be granted on May 1, 2000 options for an additional 10,000 shares, which such termination, options shall be granted under the Company's 1998 Stock Option Plan pursuant to the extent form of Option attached hereto as Exhibit A and incorporated herein by such reference. Such options (the Option was exercisable "Additional Options") shall be granted at Fair Market Value (as of the date of such termination. The Option hereinafter defined) on April 30, 1999, shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight five years from the vesting date, and shall vest (48i) hours 3,334 options on May 1, 2001, (ii) 3,333 options on May 1, 2002, and (iii) the remaining 3,333 options on May 1, 2003. The Additional Options shall expire five years from the date of such termination, to vesting. iv. In the extent the Option was exercisable as event of (i) a sale of all or substantially all of the date assets of such termination. the Company or (bii) The Company shall further grant to Executive on each anniversary date a merger, stock exchange or other form of this Agreement a nonqualified stock option business combination (the "OptionBusiness Combination") the result of which being that the shareholders of the Company, giving proforma effect to purchase an additional 5,000 the pending private placement of 1,000,000 shares of Common Stock will own, after the consummation of such Business Combination, less that 49% of the then issued and outstanding voting securities of the Company, then, in such event, on the effective date of either the sale of all or substantially all of the Company's common stock (the "Shares") assets or a Business Combination, all Initial Options and Additional Options not theretofore vested shall immediately vest at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee then current Fair Market Value of the Company, and Company remains a public company, in the manner described in Section 5(a) above's Common Stock. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to the Executive as of the date of this Agreement a nonqualified stock option options (the "OptionOptions") entitling the Executive to purchase 20,000 purchase, over the Initial Term of this Agreement, an aggregate of 3,000,000 shares of Common Stock, $0.0001 par value per share, of SearchHelp (the "Option Shares"). 3.2.1 The Options shall vest at the rate of thirty-three and one-third (33-1/3%) of all Options on each of April 26, 2005, April 26, 2006 and April 26, 2007 (each a "Vesting Date"), provided, that the Executive shall continue to be employed on a full-time basis with the Company and rendering Services to the Company and/or SearchHelp Affiliates as at such Vesting Date. 3.2.2 Any Options that have vested shall accumulate and may thereafter be exercised at any time, individually or on a cumulative basis, by the Executive prior to the "Option Expiration Date" (hereinafter defined). 3.2.3 All vested Options may be exercised upon ten (10) days prior written notice by Executive to the Company. The exercise price for the Options shall be twenty cents ($0.20) per Option Share; provided, that the applicable Exercise Price shall be subject to equitable pro-rata adjustment in the event of (a) any merger or consolidation of the Company with any other entity, (b) any forward or reverse split of the Company's common stock outstanding Common Stock or (c) the declaration of any dividend in shares of Common Stock. When issued, the Option agreement shall contain cashless exercise provisions. 3.2.4 All vested Options and any Option Shares issuable upon exercise thereof shall be entitled to be registered on Form S-8 or any other applicable form for registering securities of the Company. 3.2.5 Unless exercised any unexercised options shall expire on April 26, 2010, unless previously exercised (the "SharesOption Expiration Date") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised and thereafter shall be cumulative so that if of no further force or effect. 3.2.6 Unless exercised by the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of Executive within ninety (90) days from the effective date of termination, all previously vested Options shall be cancelled and forfeit in the event the employment of the Executive with the Company shall terminate for any reason; provided, however, if such termination was for "Good Cause" as hereinafter defined, such previously vested Options shall be immediately cancelled and forfeit on the effective date of such termination. 3.2.7 To the extent that any Options shall have not vested, as provided in this Section 3.2, they shall automatically terminate and be deemed cancelled and null and void immediately upon the termination of the employment of the Executive with the Company for any reason, save and except only for: (a) a termination resulting from a material breach by the Company of its material covenants and agreements herein contained, (b) the Executive's resignation by reason of a material change by the Company in the nature of the Executive's Services and duties hereunder, to a degree that would constitute a constructive discharge by the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the Company, or (c) a termination of the Executive's employment with by the Company for Cause as defined in Section 12 hereofother than "Good Cause" (collectively, for a period "Non-Justified Termination"). In the event of fortya Non-eight (48) hours from Justified Termination, all non-vested Options shall be deemed to have vested immediately prior to the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, Non-Justified Termination and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party may thereafter be exercised by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made at any time prior to the Company in accordance with procedures provided by the Compensation Committee of the CompanyOption Expiration Date. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a1) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option Employee shall receive options (the "OptionOptions") to purchase 20,000 up to 250,000 shares of common stock of the Company (the "Common Stock") at an exercise price of Six Dollars ($6.00) (the "Exercise Price") per share, which options shall be exercisable, subject to the provisions of Section 4c(2) below, for a period of five (5) years from the date of vesting (the "Exercise Period"), which options shall vest as follows: Commencing on September 30, 1998 (the "Initial Grant Date"), and continuing on each anniversary of the Initial Grant Date for a period of four years thereafter (for a total of five (5) years through September 30, 2002), Options to purchase up to 50,000 shares of Common Stock at the Exercise Price for the Exercise Period (for a total of 250,000 shares); provided that the Company's common stock (the "Shares") at the market price per share financial targets are achieved, as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of determined by the Company. The number of Shares with respect to which , the Option may be exercised Employee's Options for years 4 and 5 shall be cumulative so that if the full number of Shares shall not have been purchasedvest on September 30, any such unpurchased Shares shall continue to be included 2000. (2) Section 4c(1) above notwithstanding, in the number of Shares with respect to which event that the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the ExecutiveEmployee's employment with the Company is terminated A. as a result of the Employee's "disability," as hereinafter defined, or death, the Exercise Period for other than Cause as defined in Section 12 hereof, any Options that have vested shall be for a period of ninety thirty (9030) days after such disability or death; B. by the Company for "cause", as hereafter defined, or without cause by the Employee, the Exercise Period for any Options that have vested shall terminate upon the date of (i) termination for "cause" or (ii) the Employee's resignation; and C. by the Company for any reason other than for "cause", then the Exercise Period for any Options that have vested shall be for a period of twelve (12) months from the date of such terminationthe Employee's termination of employment. (3) The provisions of this Section 4c notwithstanding, to the extent that the Option was exercisable as Employee is in breach of any of the provisions of Sections 6 or 7, the Exercise Period for any vested Options shall terminate upon the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationbreach. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants shall grant to Executive Executive, effective as of the date of this Agreement a nonqualified stock option (Commencement Date, the "Option") following options to purchase 20,000 acquire shares of the Company's common stock stock: (i) 54,959 shares with an exercise price equal to the "Shares") at the fair market price per share as value of the close of business Company's common stock on the date on which this Agreement is executedof grant, which Option option shall become exercisable so long as Executive is an employee of on the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as first anniversary of the date of such termination. The Option this Agreement; and (ii) 16,667 shares with an exercise price of $12.00 per share, which option shall be become exercisable following on the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as second anniversary of the date of this Agreement; and (iii) 17,858 shares with an exercise price of $14.00 per share, which option shall become exercisable on the third anniversary of the date of this Agreement; and Those options granted to Executive in this Section 2.3(a) shall be granted to Executive pursuant to the Company's 1997 Long-Term Incentive Plan and the terms and conditions governing such terminationoptions shall be as set forth in the form of the Stock Option Agreement attached hereto as Exhibit A and made a part hereof. (b) The Company shall further grant to Executive on each anniversary date Executive, effective as of this Agreement a nonqualified the Commencement Date, the following incentive stock option options to acquire shares of the company's common stock; (i) 8,791 shares with an exercise price equal to the "Option") to purchase an additional 5,000 shares fair market value of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as date of the end of the fiscal year if not August 31grant, which Option option shall become exercisable so long as Executive is an employee on the first anniversary of the Company, and Company remains a public company, in the manner described in Section 5(a) above.date of this Agreement; and (cii) The options described in (a) and (b) above are not transferable 8,333 shares with an exercise price of $12.00 per share, which option shall become exercisable with respect to any third party by all of such shares on the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise second anniversary of the options. The options date of this Agreement; and (iii) 7,142 shares with an exercise price of $14.00 per share, which option shall be exercised and payment made become exercisable with respect to all of such shares on the Company in accordance with procedures provided by the Compensation Committee third anniversary of the Company. (d) All stock date of this Agreement; Those options granted to Executive prior in this Section 2.3(b) shall be granted to Executive pursuant to the Company's 1997 Long-Term Incentive Plan and the terms and conditions governing the options described in this Section 2.3(b) shall be as set forth in the form of the Stock Option Agreement remain in effect consistent with their granted termsattached hereto as ExhibitB and made a part hereof.

Stock Options. Notwithstanding anything to the contrary set forth in the Company's 1993 Stock Option/Stock Issuance Plan (aas amended and restated through May 14,2002, the "Plan") The or in any stock option agreement by and between the Company hereby grants to Executive and Consultant dated as of the date of this Agreement a nonqualified each grant of stock option options by QRS to Consultant (collectively, the "Option Agreements"), for any and all stock options granted by QRS to Consultant pursuant to the Plan (the "OptionOptions") that have not been exercised, the following shall govern as of the Effective Date: a) Notwithstanding anything to the contrary set forth in the Plan or in any of the Option Agreements, the vesting of Consultant's option to purchase 20,000 an aggregate of 30,000 shares of Common Stock of the Company, pursuant to the Options dated January 2, 2001, July 26, 2001 and January 2, 2002 (collectively, the "Accelerated Options"), shall be accelerated such that she shall be entitled to exercise such Accelerated Options for that number of shares that would have been vested if she had continued to remain as an employee of QRS until August 31, 2003. For the sake of clarity, effective upon the execution of this Agreement (i) Consultant shall be entitled to purchase up to 19,166 shares of the Common Stock granted pursuant to the Accelerated Options, and (ii) the option to purchase the remaining 10,834 unvested shares shall immediately terminate as of the Effective Date. The Allocation of the Accelerated Shares shall be as indicated on Exhibit "B" to this Agreement; b) Consultant shall be entitled to exercise her vested Options up until and including ninety (90) days following the later of (i) the termination date of this Agreement or (ii) August 20, 2003; and c) Consultant agrees to surrender and cancel: (i) the Options received by her in May 1999 to purchase 15,000 shares of the Company's common stock at an exercise price of $43.166667 and (ii) the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included Options received by her in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") January 2000 to purchase an additional 5,000 15,000 shares of the Company's common stock (the "Shares") at the market an exercise price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable of$103.00. Consultant agrees to execute any third party further documents required by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by order to effectuate the Compensation Committee surrender and cancellation of such Options. Except as modified herein, the terms of the Company. (d) All stock options granted to Executive prior to this Agreement Option Agreements remain in effect consistent with their granted termsfull force and effect. The provisions of this section 4 shall survive termination of this Agreement.

Stock Options. (a) The Company hereby grants to Executive as of shall receive two stock options (the date of this Agreement “Stock Options”): (a) a nonqualified stock option (the "Option") to purchase 20,000 Nine Hundred Thousand (900,000) shares of common stock of the Company's , which will be granted under, and shall be subject to the terms and conditions of, the Company’s 2001 Stock Incentive Plan (the “2001 Plan”) and (b) a stock option to purchase Four Hundred Fifty Thousand (450,000) shares of common stock (the "Shares") at the market price per share as of the close Company, which will be granted as a stand-alone award outside of business the Company’s equity incentive plans but will be nevertheless governed by the terms and conditions of the 2001 Plan as though they were granted under the 2001 Plan. The Stock Options shall have an exercise price equal to the closing price for shares of common stock of the Company as reported on the OTC Bulletin Board on December 11, 2007, the date on which the Board of Directors awarded the Stock Options subject to the exection of this Agreement is executedby the Company and the Executive. The Stock Options shall have a term of 10 years, which Option shall become exercisable so long as Executive is an employee in three equal annual installments beginning on the first anniversary of the Effective Date, and shall otherwise contain such terms and conditions consistent with the terms and conditions of options regularly granted to senior executives of the Company. The number Stock Options shall become exercisable in full in the event that a Change in Control of Shares the Company occurs (except with respect to which the Option may be exercised shall be cumulative so any portion of such stock options that if the full number of Shares shall not have been purchasedexercised, any such unpurchased Shares shall continue forfeited or terminated prior to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of the Change in Control), provided that all such termination, to Stock Options (including the extent portion accelerated upon a Change of Control) must be exercised within the Option was exercisable as of time periods set forth in the date of such termination. The Option shall be exercisable following applicable stock option agreement and the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination2001 Plan. (b) The Notwithstanding anything to the contrary contained in the Severance Agreement dated September 17, 2003 between the Company shall further grant to Executive on each anniversary date and the Executive, as amended by letter agreement dated December 14, 2006, a copy of this Agreement a nonqualified which is attached hereto as Appendix A (the “Severance Agreement”) or in the applicable stock option (award agreements, all stock options previously granted to the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share Executive that are outstanding as of the close of business date hereof, as more specifically set forth on Exhibit B attached hereto, are hereby amended to provide (i) that such options will immediately become exercisable in full in the immediately preceding August 31 or as event that a Change in Control of the end Company occurs (except with respect to any portion of such stock options that have been exercised, forfeited or terminated prior to the date of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, Change in the manner described in Section 5(a) above. (c) The options described in (aControl) and (bii) above are not transferable to any third party by that, notwithstanding the Executive except to foregoing, all such stock options (including the portion accelerated upon a revocable living trust established by Change of Control) must be exercised within the Executive of which time periods set forth in the Executive is a trustee applicable stock option agreement and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company2001 Plan. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The As additional compensation for services rendered, the Company hereby grants shall grant to Executive as Employee, at the beginning of the date each year of this Agreement a nonqualified services hereunder, stock option options (the "OptionOptions") giving the Employee the right to purchase 20,000 purchase, during the first year hereunder, 240,000 shares of the Company's common stock (the "Shares") at the market price per share as of Company and, during each of the close second and third years hereunder, 240,000 shares of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee common stock of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company Options shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 vest as follows: 60,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of following the end of the fiscal year if not August 31first calendar quarter hereunder and, thereafter, at the rate of 60,000 shares immediately following the end of each subsequent calendar quarter during which Option Employee is faithfully carrying out his duties hereunder. The rights under the Options shall become remain exercisable so long as Executive is an employee for a period of three (3) years from the date of vesting, subject to the terms and conditions of this Agreement. The exercise price of the CompanyOptions shall be the market price of the common stock upon the date of grant, and Company remains a public companywhich, in the manner described in Section 5(a) abovecase of the first year, shall be deemed to be 54 cents per share. (c) The options described Options shall contain customary anti-dilution protections. If the Company should at anytime register its common stock, then Employee shall have piggyback registration rights exercisable within thirty (30) days of notice. Employee shall be entitled to customary indemnification in (a) any registration. In the event of a sale, merger, acquisition, dissolution, conveyance, transfer or other disposition or series of transactions resulting in a change of control of Company, or a sale by Company of all or substantially all its assets, all remaining Options shall be granted to Employee and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only all outstanding unvested rights to purchase whole shares. No fractional shares will be issued upon exercise of under the options. The options Options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companyvest immediately. (d) All stock The Options shall be qualified under the Company's 1999 Stock Option Plan for Employees and Consultants (the "Plan"). The parties understand that while the Plan was approved at the September 1999 shareholders meeting, no Form S-8 Registration Statement has been filed covering this plan in order to obtain an exemption under Section 25102(f) nor has the Plan been qualified with the State of California, and no options can be granted under this plan unless there is an applicable exemption under California law or until the Plan has been qualified with the State of California. The Company will use its best efforts to Executive prior obtain an exemption or to qualify the plan as quickly as possible. The parties further understand that a sufficient number of options for the full term of the Agreement are not being authorized under the Plan. Company will use its best efforts to amend the Plan to increase the number of options authorized. (e) In the event that a sufficient number of qualified options are not available to meet the requirements of this Agreement remain agreement as described in effect consistent with their 7(a) above, non-qualified options will be granted termsin sufficient quantity to make up the shortfall, and such non-qualified options shall all vest at the time of grant.

Stock Options. (a) The Company hereby grants In order to Executive as stimulate the efforts of the date of this Agreement Executive, strengthen her desire to remain with the Company and provide her with a nonqualified stock option (more direct interest in its welfare by encouraging and enabling the "Option") Executive to purchase 20,000 acquire shares of the Company's $.01 par value common stock ("Common Stock"), the "Shares"Company hereby agrees to grant to the Executive: (a) at an option to purchase 100,000 shares of Common Stock during the market price per share as of the close of business five year period commencing on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is Commencement Date at an employee exercise price of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination.$5.00 per share; and (b) The in the event that the Executive shall have been continuously employed by the Company shall further grant to Executive during the period commencing on each anniversary date of this Agreement a nonqualified stock the Commencement Date and continuing through April 30, 1996, an option (the "Option") to purchase an additional 5,000 50,000 shares of Common Stock during the five year period commencing on May 1, 1996 at an exercise price equal to the closing price of the Common Stock, as quoted on April 30, 1996 on the principal market on which such shares shall then be (or if no trading in the Common Stock shall have taken place on such date, then on the next preceding date on which such trading shall have occurred). If the Common Stock shall not then be registered under the Securities and Exchange Act of 1934 and publicly traded on the Nasdaq Stock Market or any other exchange, the exercise price for said option shall be determined by mutual agreement between the Company's common stock (Board of Directors and the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveExecutive. (c) The above-described options shall not be "incentive stock options," as such term is used in Section 422A of the Internal Revenue Code of 1986, as amended. The option described in (aSection 2.2(a) hereof shall be fully vested on the Commencement Date, and (bshall be exercisable at any time during the term thereof, regardless of the Executive's employment status with the Company on the date or dates of exercise thereof. The option described in Section 2.2(b) above are not transferable to hereof shall be fully vested on May 1, 1996, and shall be exercisable at any third party by time during the term thereof, regardless of the Executive's employment status with the Company on the date or dates of exercise thereof. All of the rights and obligations of the Company and the Executive except with respect to a revocable living trust established by the Executive issuance of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The Common Stock underlying each of said options shall be exercised and payment made to be, as set forth in the Company in accordance with procedures provided by the Compensation Committee form of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.option annexed hereto as Exhibit A.

Stock Options. (a) The Company hereby grants Executive shall be entitled to Executive as participate in all stock option plans of the date of this Agreement a nonqualified stock option Company (the "Option"“Plans”) in effect during the Term of employment pursuant to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationAgreement. (b) The Upon execution of this Agreement, the Company shall further grant will issue Executive stock options, pursuant to a stock option agreement to be entered into between the Company and the Executive on (the “Options”), to purchase at the end of each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 1,000,000 shares of the Company's ’s common stock stock, $0.001 par value per share (the "Shares"“Common Stock”) at an exercise price of an average 90 days trading price preceding the market price per share as exercise the said Options. The said 1,000,000 Option shares shall exercisable by the Executive within 5 years from date of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, such options becoming due and Company remains a public company, in the manner described in Section 5(a) aboveexercisable. (c) The options described in (a) and (b) above are not transferable All Options issued to any third party by the Executive except in accordance with this Agreement shall become immediately exercisable as to a revocable living trust established by 100% of the shares of Common Stock not otherwise vested upon any termination of Executive’s employment pursuant to Sections 4.4 or 4.5 hereof, it being agreed that the Company shall vest the unvested portion of the Executive’s Option shares and cooperate in good faith to afford the Executive of which the Executive is a trustee and right to accelerate the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the optionsOptions in full immediately prior to any Change in Control (as hereinafter defined). The options In the event that Executive terminates or is terminated pursuant to Sections 4.4 or 4.5 hereof, Executive shall be exercised and payment made to have the Company in accordance with procedures provided by greater of (i) five years after termination, or (ii) the Compensation Committee remaining term of the CompanyOptions, in order to exercise his Options. (d) The Company shall take all action reasonably requested by the Executive to permit any “cashless” exercise of the Options that is permitted under the Plan. (e) Upon proper exercise of an Option, the Executive shall be deemed for all purposes the owner of the shares of Common Stock that are purchasable upon such exercise. (f) The provisions of the Plan shall not be adversely modified as to the Executive without the Executive’s prior written consent. (g) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted termsOption shares shall be fully adjusted for events such as splits.

Stock Options. (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option Executive, effective November 24, 1994 (the "OptionGrant Date"), but subject to (x) Executive having entered into this Agreement no later than December 7, 1995, and (y) the receipt of stockholder approval of a new Stock Option Plan (the "Plan") of the Company (which has been approved in principle by the Board of Directors of the Company), options (the "Options") to purchase 20,000 up to 2,500,000 (the "Total Number of Options") shares of the Company's common stock stock, par value $.01 per share (the "SharesCommon Stock", which term shall include the Common Stock of the Company as it exists on the date hereof and any class or series into which it may hereafter have been changed). The Options granted hereunder (i) at the market shall have an exercise price per share of $8.50 (such price being the closing price of the Common Stock on the trading day prior to the Grant Date); (ii) shall vest and become exercisable, subject to the provisions of Section 12(b) hereof, over four years as follows: 1/4 of the Total Number of Options shall vest and become exercisable on the first anniversary of the Grant Date, and an additional 1/4 of the Total Number of Options shall vest and become exercisable on each subsequent anniversary of the Grant Date, such that the Total Number of Options shall have become vested and exercisable upon the fourth anniversary of the Grant Date; and (iii) shall have a term expiring 10 years from the Grant Date. The Company covenants and agrees to use its reasonable best efforts to cause such Plan to be approved by the stockholders of the Company at the next annual or special meeting of stockholders. (b) Options granted hereunder shall provide that upon termination of Executive's employment by the Company without Cause, or by Executive for Good Reason or during the period described in Paragraph 1(d)(ii), or by reason of Executive's death or pursuant to Section 1(b)(ii), all outstanding but unexercised Options will immediately vest and be exercisable for one year; provided, however, that all Options shall terminate upon the 10th anniversary of the Grant Date. If Executive is terminated for Cause, the Options will be exercisable for not more than three months following the date of termination and then only to the extent vested as of the close date of business on termination. If Executive terminates in violation of this Agreement, all Options shall immediately terminate and cease to be exercisable. (c) In the date on which event of a stock dividend, recapitalization, reorganization, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock or other similar corporate event affecting the Common Stock such that an adjustment is required in order to preserve the benefits of this Agreement is executedSection 12, which Option an adjustment shall become exercisable so long as Executive is an employee be made to increase or decrease any or all of (i) the number and kind of shares subject to the Options granted hereunder and/or (ii) the exercise price of the Options, in such manner as the Company. The 's board of directors may deem reasonable and appropriate; provided, however, that the number of Shares shares subject to the Options granted hereunder shall always be a whole number. (d) The grant of Options hereunder shall not affect in any way the right or power of the Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets. (e) Subject to the provisions hereof, the Executive may exercise one or more Options at any time when they are exercisable by giving written notice of exercise to the Company specifying: (i) the number of shares of Common Stock with respect to which the Option may Options are being exercised; (ii) the method of withholding of taxes that the Executive has chosen in accordance with the Plan, if not previously specified; and (iii) whether the Executive elects to pay the exercise price by (A) tendering to the Company previously owned shares of Common Stock with an aggregate Fair Market Value (calculated as of the day before the date of exercise) equal to the aggregate exercise price of the Options being exercised or (B) delivering to the Company (1) a copy of an irrevocable instruction from the Executive to an underwriter or broker directing such underwriter or broker to sell shares of Common Stock to be exercised acquired by the exercise of such Options in an amount, net of brokers' and underwriters' fees, commissions or discounts, sufficient to pay such exercise price in full, and promptly remit to the Company the amount of such exercise price, all of which arrangements shall be cumulative so that reasonably satisfactory to the Company, (2) irrevocable instructions from the Executive to the Company to withhold from the shares of Common Stock to be acquired by the exercise of such Options a number of shares having a Fair Market Value on the date of exercise sufficient to pay such exercise price in full or (3) a combination of the foregoing (in the case of (1), (2) or (3), a "Cashless Exercise"). The term "Fair Market Value" shall mean, as of any given date, the mean between the highest and lowest reported sales prices of the Common Stock in the over-the-counter market, as reported by NASDAQ, or, if the full number of Shares shall not have been purchasedCommon Stock is listed on a national securities exchange, any such unpurchased Shares shall continue to be included as reported in the number of Shares principal consolidated transaction reporting system with respect to securities listed on the principal national security exchange on which the Option shall then be exercisable along with any other Shares as Common Stock is listed or admitted to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereoftrading, for a period of ninety (90) days from the on that date of such terminationor, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereofif there are no reported sales on that date, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, next day after that date on which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) abovethere are such reported sales. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. Notwithstanding anything to the contrary set forth in the Company’s 1997 Stock Incentive Plan or in any other plan and/or award agreements pursuant to which you were granted options or other derivative securities to acquire common stock of the Company (“Options”): (a) The Company hereby grants to Executive each Option that is unvested as of the Effective Date (“Unvested Options”) shall terminate immediately upon such date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option and you shall become exercisable so long as Executive is an employee of the Company. The number of Shares have no further rights with respect to which such Unvested Options, except that where indicated on Exhibit C hereto, the Option may be exercised Options so indicated shall be cumulative so vest on the respective dates set forth on Exhibit C provided that if you have not materially breached the full number provisions of Shares shall not have been purchasedSections 2, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares 6, 7, 9 and 10 as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationdates. (b) The each Option that is vested as of the Effective Date or that becomes vested in accordance with Section 4(a) above (“Vested Options”), shall remain outstanding in accordance with its terms except that (i) the exercise price of each such Vested Option shall be increased to the amount determined for financial reporting purposes uniformly applied for all Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (options in connection with the "Option") to purchase an additional 5,000 shares review being performed by the Company in conjunction with the audit of the Company's common stock ’s financial statements for the fiscal year ended June 30, 2006, (ii) each such Vested Option shall terminate either on the "Shares") at date that is 90 days following the market price per share as Termination Date or on the first anniversary of the close Termination Date, as indicated on Exhibit C hereto, and following such date you shall have no further rights with respect to such Vested Options (provided, however, that in the event there exists a blackout period pursuant to which you are not able to exercise your Options in the last month of business on such period (whether by reason of the immediately preceding August 31 new exercise price not having been determined in accordance with clause (i) above, or as of otherwise), the exercise period shall automatically be extended for 30 days following the end of such blackout period), (iii) no more than eighty percent (80%) of the fiscal year if not August Vested Options may be exercised prior to May 31, which Option 2007, (iv) the Vested Options shall become exercisable so long as Executive is an employee not be subject to forfeiture, and you shall in no manner be divested of the CompanyVested Options, following the Effective Date for any reason (including but not limited to any subsequent termination by the Company or any determination of the Company with respect to your termination for “cause” under common law, or under the terms of the 1997 Stock Incentive Plan or any other plan, program, arrangement or agreement) and Company remains a public company, (v) the Vested Options may not be exercised until the new exercise price has been determined in the manner described in Section 5(aaccordance with clause (i) above. (c) in order to take into account the fact that certain Options (the exercise price of which would have been increased in accordance with paragraph 4(b) hereof were such Option outstanding as of the Effective Date) were exercised prior to the Effective Date M▇▇▇ ▇. ▇▇▇▇ Page 3 (the “Exercised Options”), you have volunteered, and the Company has agreed to, the following treatment with respect to the Options: the aggregate exercise price of the Vested Options shall be further increased (i.e., in addition to the increase in the exercise price of all Vested Options in accordance with paragraph 4(b)) by the amount by which the aggregate exercise price of the Exercised Options would have been increased had their exercise price been increased in accordance with paragraph 4(b) (the “Additional Amount”). As with the Vested Options, the final determination of the review being performed by the Company in conjunction with the audit of the Company’s financial statements for the fiscal year ended June 30, 2006 shall be used to determine the Additional Amount. The options described Additional Amount shall be allocated among specific Vested Options as follows: (i) the exercise price of the Vested Options having the lowest exercise price (the “Lowest Priced Vested Options”) shall be increased to an amount up to the exercise price of the Vested Options with the next-lowest exercise price (the “2nd Lowest Priced Vested Options”), (ii) if the full Additional Amount has not been allocated after increasing the exercise price of the Lowest Priced Vested Options to an amount equal to the exercise price of the 2nd Lowest Priced Vested Options, then the exercise price of the Lowest Priced Vested Options and of the 2nd Lowest Priced Vested Options shall be increased up to an amount equal to the exercise price of the Vested Options having the 3rd lowest exercise price and (iii) if the full Additional Amount has not been allocated after increasing the exercise price of the Lowest Priced Vested Options and the 2nd Lowest Priced Vested Options in accordance with (ai) and (bii) above are not transferable to any third party by above, the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options same process shall be exercised continued until the full Additional Amount has been allocated. You represent and payment made to the Company in accordance with procedures provided by the Compensation Committee agree that Exhibit C hereto sets forth a complete and accurate list of the Companyall of your Options (including Unvested Options, Vested Options, and Exercised Options). (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to shall grant the Executive as of the date of this Agreement a nonqualified stock option (the "Option") options to purchase 20,000 shares of the Company's ’s common stock stock, par value $0.001 per share, in the amounts set forth on Exhibit C attached hereto based upon the Company reaching certain milestones in each fiscal year, measured independently (the "“Option Shares"”), subject to the other terms and conditions set forth in the Company’s Equity Incentive Plan, as amended and restated in the form approved by the Company’s shareholders on June 30, 2015 and effective on August 20, 2015 (the “Plan”) at and any option agreement by and between the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of and the Company. The number Executive shall be entitled to the grant of Shares with respect to which the Option may be exercised Shares only upon the first attainment of the applicable milestone set forth opposite such grant on Exhibit C. The Executive acknowledges that a copy of the Plan has been delivered to the Executive and all terms governing the Executive’s stock options contained herein are governed by the Plan. Option Shares shall be cumulative so granted by the Company to the Executive promptly after determination that if the full number relevant milestone has been met (each, a “Grant Date”), it being understood that the attainment of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option financial targets shall be exercisable following determined after the termination results of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationannual audit are known. (b) The Company options granted to the Executive shall further grant to Executive vest and become exercisable on each the second (2nd) anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock Grant Date, if and only if the Executive is, and has been, continuously employed by the Company from the Grant Date through the second (the "Shares"2nd) at the market price per share as anniversary of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveGrant Date. (c) The options described in (a) and (b) above are not transferable to any third party Payment for all or part of the exercise price for Option Shares purchased by the Executive except may be made in cash or by check, or by “cashless exercise” (or by any combination of such methods). (d) The agreement or agreements setting forth the terms of the grant of the options to the Executive shall contain a clause providing that the vesting of the option shall accelerate in the event of a sale, lease or exchange of substantially all of the Company’s assets and related business to a revocable living trust established third party, or a merger of the Company with a corporation, which is unaffiliated with the stockholders or management of the Company (as applicable, a “Sale of the Company”). For the avoidance of doubt, such clause shall not provide for accelerated vesting of the option in the event of a standard or typical financing of the Company, such as the sale of additional shares or series of the Company’s preferred stock, even where such financing results in the ownership of more than fifty percent (50%) of the fully-diluted capitalization of the Company by the Executive a third party, none of which the Executive is transactions shall constitute a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee Sale of the Company. (de) All stock options granted The Executive shall be eligible for such additional grants of awards under the Plan as the Committee (as defined in the Plan) (or by the independent members of the Board, if there is no Compensation Committee) may from time to Executive prior to this Agreement remain in effect consistent with their granted termstime determine.

Stock Options. (a) The Company hereby grants to has granted the Executive as of the date of this Agreement a nonqualified stock option options (the "OptionOptions") to purchase 20,000 shares of the Company's common stock stock, par value $.01 per share (the "SharesStock") according to the following terms and conditions: The Company has granted as of October 7, 1996 ("Date of Executive's Employment"), Options to purchase 50,000 shares of Stock, at the market price a per share as price of $1.00 which represented the fair market value of the close Stock on such date. These Options are "incentive stock options" within the meaning of business on Section 422 of the date on which this Agreement is executedInternal Revenue Code of 1986, which as amended (the "Code") to the extent possible under applicable law. To the extent that such Options do not qualify as "incentive stock options," they shall be considered to be "non-qualified stock options." Such Options were granted under and subject in all respects to the terms of the U.S. PHYSICIANS, Inc. 1995 Stock Option Plan (the "Stock Option Plan") and the Grant Letter executed by the Company and delivered to Executive (the "Grant Letter"), and provide that one-third of the shares subject to such Options shall become exercisable so long as Executive is an employee upon each of the Company. The number first three anniversaries of Shares with respect to which the Option may be exercised Date of Executive's Employment (provided that no fractional shares shall be cumulative so that if the full number of Shares shall not have been purchasedpaid out at any time), any such unpurchased Shares shall continue to be included and except in the number event of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the earlier termination of employment as described in the Executive's employment with Stock Option Plan or the Company for other than Cause Grant Letter, or as defined otherwise provided in Section 12 hereofthis Agreement, for a period of ninety (90) days the option shall remain exercisable until ten years from the date of such terminationgrant. Upon any consolidation, to merger or the extent the Option was exercisable as sale or transfer of substantially all of the date of such termination. The Option shall be exercisable following the termination assets of the Executive's employment with Company to another corporation in which the Company for Cause as defined in Section 12 hereofis not the surviving entity, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except shall have the right to a revocable living trust established by exercise in full any installments of Stock Options not previously exercised (whether or not the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only right to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companysuch Stock Options has accrued). (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. Pursuant to the Company's 1990 Amended and Restated Stock Option Plan (a) The referred to throughout this Agreement as the "Plan"), subject to the approval of the Compensation Committee of the Board of Directors of the Company, and if required by the Plan, the Board of Directors of the Company hereby grants to Executive as of (the "Board"), on the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares next most practicable meeting of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executedBoard, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for shall grant the Executive a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 aggregate of fifty thousand (50,000) shares of the Company's common stock stock, $.01 par value per share (the "SharesCommon Stock"), at an exercise price, pursuant to the terms of the Plan, equal to the closing price of the Common Stock on The New York Stock Exchange on the trading day next preceding the date of grant (the "Exercise Price"). The terms of the Options shall be set forth in an agreement between the Company and the Executive, which shall reflect the terms hereof and the terms and conditions set forth in the Company's standard form of option agreement (the "Option Agreement"). The Options shall become exercisable: (i) at twenty percent (20%) one year from the market price per share date of grant, (ii) an additional twenty percent (20%) two years from the date of grant, and (iii) the remaining sixty percent (60%) on the day preceding the last day of the Period of Contract Employment, and shall expire ten (10) years after the date of grant; provided, however, that in the event that the Executive's employment with the Company is terminated by the Company for any reason other than for "Cause", the Executive resigns for Good Reason or the Period of Contract Employment is not extended, the Executive shall have the right to exercise vested Options (i.e., Options which are exercisable as of the close termination date) for a period of business on six (6) months after such termination date. Notwithstanding the foregoing, (i) in the event of a "Change of Control" as defined in the Plan, or (ii) if the Executive terminates his employment for "Good Reason" as defined herein, or (iii) if the Executive is terminated by the Company other than for "Cause" as defined herein, pursuant to Section 8(a) hereof, then, in any of such events, all unvested Options shall immediately preceding August 31 vest and become exercisable and remain so for a period of six (6) months unless otherwise cancelled or assumed following a Change of Control as provided by the terms of the end Plan. In addition, at the discretion of the fiscal year if not August 31Administrator (as defined in the Plan), the Executive may receive further grants of Options, subject to the terms of the Plan. Provided that Executive is still actively employed by the Company following the expiration of the Period of Contract Employment, Executive shall be entitled to the benefits of the second preceding sentence, which Option shall become exercisable survive the expiration of the Period of Contract Employment, for so long as Executive is shall be so actively employed, such that in the event that an employee event set forth in (i), (ii) or (iii) of the second preceding sentence shall occur following the expiration of the Period of Contract Employment but while Executive shall be actively employed by the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may shall nevertheless be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made entitled to the Company in accordance with procedures provided by the Compensation Committee of the Companybenefits thereof. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of has been granted an option under the date of this Agreement a nonqualified stock option ------------- Company's 1996 Stock Option Plan (the "OptionPlan") to purchase 20,000 1,200,000 shares of the Company's common stock Common Stock (the "SharesInitial Option") at an exercise price of $0.055 per share. The option shares vest in 48 equal monthly installments over Executive's period of service with the market Company measured from June 2, 1998. In addition, in March 1999, Executive was granted an option under the Plan to purchase 800,000 shares of Common Stock at an exercise price of $0.22 per share (the "1999 Option"). The option shares subject to the 1999 Option vest in vest in 48 equal monthly installments over Executive's period of service with the Company measured from the grant date of such option. The Initial Option and the 1999 Option are hereinafter referred to as the "Options". In the event of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee acquisition of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included as more particularly described in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination Section 11.3.1 of the Executive's employment with Plan, (a "Corporate Transaction"), each of the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from Initial Option and the date of such termination1999 Option, to the extent outstanding at that time but not otherwise fully exercisable and vested, shall automatically accelerate, and the Option was exercisable as Company's repurchase right with respect to any unvested option shares shall automatically lapse, so such option shall, immediately prior to the effective date of the date of such termination. The Option shall be Corporate Transaction, become exercisable following the termination for all of the Executive's employment with option shares at the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, time subject to the extent the Option was exercisable option as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 fully-vested shares of the Company's common Common Stock. No such acceleration of the Initial Option or the 1999 Option, however, shall occur if and to the extent: (i) such option is, in connection with the Corporate Transaction, to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof) or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction (the "Shares"excess of the fair market value of such option shares over the aggregate exercise price payable) and provides for subsequent pay-out in accordance with the original vesting schedule established for that option. Immediately following the Corporate Transaction, the Initial Option and the 1999 Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. Should there occur an Involuntary Termination of Executive's employment at the market price per share time of a Corporate Transaction or within 12 months following a Corporate Transaction in which the Initial Option or the 1999 Option is assumed or replaced and the Company's repurchase rights with respect to the unvested option shares are assigned, then all the option shares at the time subject to such option but not otherwise vested shall automatically vest, and the Company's repurchase rights with respect to those option shares shall lapse, so that the option shall become exercisable for all of the option shares as fully-vested shares of Common Stock as of the close effective date of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, such Involuntary Termination and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional for such option shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided the provisions of the Plan and the agreements evidencing the option. For purposes of the Options, an Involuntary Termination shall be deemed to occur in the event of (i) Executive's involuntary dismissal or discharge by the Compensation Committee Company or the successor corporation in the Corporate Transaction for reasons other than cause, as defined in Section 4.1(ii) of this Employment Agreement, or (ii) Executive's voluntary resignation following (A) a change in Executive's position which materially reduces Executive's duties and responsibilities or the Companylevel of management to which Executive reports, (B) a reduction in Executive's then current level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based incentive programs) by more than five percent (5%) or (C) a relocation of Executive's place of employment by more than twenty-five (25) miles, provided and only if such change, reduction or relocation is effected without Executive's consent. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The 11.1 As an inducement to Employee to enter into this Agreement the Company hereby grants to Executive grants, as of the date of this Agreement a nonqualified stock option (the "Option") Agreement, to Employee options to purchase 20,000 shares of the Company's common stock ’s Common Stock, $.001 par value, as follows: Subject to the terms and conditions of the Company’s 2000 Employees’ Stock Option Plan (the "Shares") “Plan”), and the terms and conditions set forth in the Stock Option Agreement which are incorporated herein by reference, the Employee is hereby granted options to purchase 400,000 shares of the Company’s Common Stock, of which options to purchase 100,000 shares shall vest on the date of this Agreement and the balance of 300,000 options shall vest monthly, as long as Employee continues to be an employee of the Company but subject to Section 11.2 hereto, at the rate of 12,500 per month (the “Options”). The exercise price of the Options shall be the fair market price value per share of the Company’s Common Stock as of the close date of business on grant and shall contain such other terms and conditions as set forth in the date on stock option agreement. The foregoing Options shall be qualified as incentive stock options to the maximum as allowed by law. The Options provided for herein are not transferable by Employee and shall be exercised only by Employee, or by his legal representative or executor, as provided in the Plan. Such Options shall terminate as provided in the Plan, except as otherwise modified by this Agreement. 11.2 In the event of a termination of Employee’s employment with the Company pursuant to Section 9.1(c) or by the Employee for Good Reason, notwithstanding anything herein or in any stock option agreement to the contrary, (a) the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan shall immediately fully vest and become exercisable, (b) the exercise period in which this Agreement is executed, which Option Employee may exercise his options to purchase Company common stock shall become exercisable so long be extended to the duration of their original term (as Executive is if Employee remained an employee of the Company. The number ), and the terms of Shares with respect to which the Option may be exercised such options shall be cumulative so that if deemed amended to take into account the full number foregoing provisions. In the event of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the a termination of the Executive's Employee’s employment with the Company for other than Cause pursuant to Section 9.1(b), options granted and not exercised as defined in Section 12 hereofof the Termination Date shall terminate immediately and be null and void. In the event of a termination of Employee’s employment with the Company due to the Employee’s death, or Disability, the Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as of the Termination Date shall remain exercisable for a period of ninety twelve (9012) days from months following the date of such terminationTermination Date, to but in no event after the extent the Option was exercisable as expiration of the date exercise period. In the event of such termination. The Option shall be exercisable following the a termination of the Executive's Employee’s employment with the Company by the Employee other than for Cause Good Reason, the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as defined in Section 12 hereof, of the Termination Date shall remain exercisable for a period of forty-eight (48) hours from three months following the date of such terminationTermination Date, to but in no event after the extent the Option was exercisable as expiration of the date of such terminationexercise period. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Concurrently herewith the Company hereby grants has granted to Executive as of the date of this Agreement a nonqualified stock option (the "Option") Employee options to purchase 20,000 acquire 500 shares of the Company's common stock which vest at a rate of 20% per year over the five year period commencing on Employee's first date of employment by the Company. In addition, the Company agrees to grant options to purchase up to an additional 500 shares of its common stock which will vest at a rate of 20% per year over the five year period commencing on the date of issuance (the "SharesAdditional Options") at in such amounts (up to 100 shares per year) as shall be determined by the market price per share as of Company in its sole discretion based on Employee's annual review job performance review with the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Chief Executive is an employee Officer of the Company. The number of Shares with respect to which In the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with event the Company for other than Cause as defined in Section 12 hereofis acquired, for a period goes public, or both of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ cease being executive officers of the Company, and Company remains a public company, in the manner described in Section 5(athen (i) above. (c) The options described in (a) all Additional Options granted to Employee as of such date shall be become fully vested and (bii) above are not transferable the Company shall grant to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The Employee fully vested additional options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise common stock of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided an amount equal to 500 minus the sum of (A) the number of shares covered by the Compensation Committee Additional Options issued as of such date, plus (B) for each year prior to such date an amount equal to 100 minus the Companynumber of Additional Options granted to Employee with respect to such year. (For example, if the Company completes an Initial Public Offering in three years, and prior to such event the Company granted 100 Additional Options to Employee during the first year of this Agreement, and 80 Additional Options during the second year, then all 180 Additional Options would immediately vest, and the Company would issue Employee 300 fully vested Additional Options at such time. In this scenario, the Employee would have been granted a total of 980 options (500 signing + 180 granted during term + 300 granted at IPO. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their pursuant hereto shall be granted termsunder the terms of the Company's incentive stock option plan.

Stock Options. (a) The Company hereby grants MGM presently maintains the Amended and Restated 1996 Stock Incentive Plan (the “Plan”), pursuant to which Executive has been granted options to purchase an aggregate of 1,000,000 shares of MGM common stock, $.01 par value per share (the “Common Stock”), which options are governed by the terms and conditions of the stock option agreements previously entered into between Executive and MGM (the “Stock Option Agreements”) dated (i) as of the date November 6, 1997 (as amended as of this Agreement a nonqualified August 3, 1998 and November 30, 1998) with respect to 179,168 stock option options; (ii) as of January 31, 2000 with respect to 20,832 stock options (the "Option"“January 2000 Options”); (iii) as of November 1, 2000 with respect to purchase 20,000 550,000 stock options (the “November 2000 Options”); and (iv) as of August 28, 2002 with respect to 250,000 stock options. b) As of the Effective Date, and in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive hereby agrees to the cancellation of 20,832 January 2000 Options and 229,168 November 2000 Options (for an aggregate of 250,000 cancelled options), all of which shall be deemed terminated and of no further force or effect. Executive acknowledges that following such cancellation and termination, Executive will hold an aggregate of 750,000 stock options, of which 179,168 are at an exercise price of $14.90 per share, 320,832 are at an exercise price of $19.19 per share and 250,000 are at an exercise price of $11.35 per share, all subject to the terms and conditions (including the vesting schedule) set forth in the Stock Option Agreements under which such stock options were granted. c) Executive acknowledges and agrees that, by reason of such cancellation and termination, Executive releases all right, title and interest Executive may have held, whether pursuant to the Plan, the Stock Option Agreements, the Employment Agreement or otherwise, to acquire the shares of the Company's common stock (Common Stock that are subject to such cancelled options. Executive hereby represents that he is the "Shares") at the market price per share as sole owner of the close of business on the date on which this Agreement is executedoptions relinquished hereby and that he has not sold, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchasedassigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with manner any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationoptions or any right thereto or interest therein. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants Each holder of a then outstanding option to Executive purchase Shares (collectively, "Options") under Company's Director Stock Option Plan, 1995 Employee Stock Option Plan or Stock Option Agreement, dated as of the date of this Agreement a nonqualified stock option September 11, 1991, with James M. Fitzgibbons (collectively, the "OptionStock Option Plans") ), whet▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇cisable or fully vested, may elect, prior to purchase 20,000 shares of the Company's common stock (Effective Time, in settlement thereof, to receive from Company immediately prior to the "Shares") at Effective Time for each Share subject to such Option an amount in cash equal to the market price difference between $34.00 and the per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date exercise price of such terminationOption, to the extent $34.00 is greater than the Option was exercisable as of the date per share exercise price of such termination. The Option shall be exercisable following (such excess amount, the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the "Option was exercisable as of the date of such terminationConsideration"). (b) The Company At the Effective Time, each outstanding Option other than Options for which an election to receive cash in settlement thereof has been made pursuant to Section 2.2(a), shall further grant be assumed by Parent and shall constitute an option to Executive acquire, on each anniversary date substantially the same terms and subject to substantially the same conditions as were applicable under such Option, including, without limitation, term, exercisability, status as an "incentive stock option" under Section 422 of this Agreement a nonqualified stock option the Internal Revenue Code of 1986, as amended (the "OptionCode") to purchase an additional 5,000 ), and termination provisions, the number of shares of Parent Common Stock, rounded up to the Company's common stock (nearest whole share, determined by multiplying the "Shares") number of Shares subject to such Option immediately prior to the Effective Time by the Option Conversion Number at the market an exercise price per share as of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of Shares subject to such Option divided by the Option Conversion Number; provided, however, that in the case of any Option to which Section 421 of the close Code applies by reason of business on the immediately preceding August 31 or its qualification as an incentive stock option under Section 422 of the end Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the fiscal year Code. "Option Conversion Number" shall mean the quotient, rounded to the third decimal place, obtained by dividing $34.00 by the Determination Price; provided, that if not August 31the actual quotient obtained thereby is less than 1.308, which the Option Conversion Number shall become exercisable so long as Executive be 1.308, and if the actual quotient obtained thereby is an employee more than 1.619, the Option Conversion Number shall be 1.619; provided, further, that if a Top-Up Intent Notice has been delivered to Company pursuant to Section 2.1(e), the Option Conversion Number shall be increased such that the product of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee Option Conversion Notice and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options Determination Price shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companyequal $34.00. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company Subject to any required stockholder approval, Bay ------------- View hereby grants the Executive options (the "Options"), which shall be non- qualified stock options, to Executive purchase an aggregate of 200,000 shares of Bay View's Common Stock at a price per share equal to the lesser of (i) the tangible book value per share of Bay View's Common Stock as of March 31, 2001 or (ii) 85% of the date closing price of Bay View's Common Stock on the New York Stock Exchange on the day before the day on which the prospectus supplement relating to an offering by Bay View of certain transferable rights permitting the holders of the rights to subscribe for and purchase additional shares of Common Stock becomes effective (the "Exercise Price"). The Options shall have the following other principal terms: (i) the Options shall become exercisable and be vested, and remain exercisable and vested for a term of five years from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of 66,667 shares of Bay View's Common Stock, shall become exercisable from and after the Effective Date; (B) the second installment, consisting of 66,667 shares of Bay View's Common Stock, shall become exercisable from and after the first anniversary of the Effective Date; and (C) the third installment, consisting of 66,666 shares of Bay View's Common Stock, shall become exercisable from and after the second anniversary of the Effective Date; (ii) the Options shall become immediately exercisable and shall remain exercisable for the remainder of their term in the event of (A) a Change in Control, (B) a termination of this Agreement by BVB without Cause or (C) a nonqualified stock option termination of this Agreement by the Executive for Good Reason; (iii) the "Option"Options shall terminate immediately in the event of (A) a termination of this Agreement by BVB for Cause or (B) a termination of this Agreement by the Executive without Good Reason; (iv) the Options shall remain exercisable until the earlier of the expiration of their term or three years after the termination of this Agreement by BVB because of the Executive's death or Permanent Disability and the Options shall become immediately exercisable if such termination occurs during the 270 days preceding consummation of a Change in Control; (v) the Options are transferable by gift to purchase 20,000 members of the Executive's family or to entities controlled by such family members or by will or by the laws of descent and distribution; (vi) in the event that the outstanding shares of Common Stock subject to the Company's common Options are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares of Bay View or other securities of Bay View or of another corporation by reason of a reorganization, merger, consolidation, reclassification, stock (split, reverse stock split, stock dividend or combination of shares of Common Stock, the "Shares") at the market price per share as Board of the close Directors of business on the date on which this Agreement is executed, which Option Bay View shall become exercisable so long as Executive is make an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included appropriate and equitable adjustment in the number and kind of Shares with respect to which the Option shall then be exercisable along with any other Shares shares as to which the Option may become exercisable. The Option Options or portion thereof then unexercised shall be exercisable following and in the termination Exercise Price. Such adjustment in the Options shall be made without any change in the total price applicable to the unexercised portion of the Executive's employment Options, except for any change in the aggregate price resulting from rounding-off of share amounts or prices, and with any necessary corresponding adjustment in the Company for other Exercise Price. In the event that Bay View from time to time hereafter issues its Common Stock at a price less than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the then prevailing market price on the New York Stock Exchange on the date of any such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option issuance (the "OptionPrevailing Market Price") to purchase an additional 5,000 shares ), the Board of Directors of Bay View shall reduce the Exercise Price of that portion of the Company's common stock (Options not then exercised to the "Shares") at price determined by multiplying the market Exercise Price as then in effect by a fraction the numerator of which shall be that price per share as at which Bay View issued its Common Stock at a price less than the Prevailing Market Price and the denominator of which shall be such Prevailing Market Price. Any such adjustment made by the Board of Directors shall be final and binding upon the Executive, Bay View and their respective successors in interest; (vii) if Bay View adopts an option plan for its employees that provides for terms more favorable to the optionees thereunder than the terms of the close of business on Options to the immediately preceding August 31 or as Executive, then, in such event, the terms of the end Options shall be amended so that the terms thereof incorporate such more favorable terms of such option plan; and (viii) subject to any required stockholder approval, Bay View shall promptly file a Form S-8 registration statement with respect to the Options with the Securities and Exchange Commission and shall use its best efforts to cause such registration statement to remain effective for as long as any of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveOptions remain exercisable. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (ai) The Company hereby grants Consultant shall receive stock options to Executive as purchase Two Hundred Thousand (200,000) shares of common stock of the date Company at an exercise price equal to the closing price for shares of this Agreement a nonqualified common stock option of the Company as reported on the OTC Bulletin Board on December 18, 2006 (the "Option"“Stock Options”). The Stock Options shall become exercisable in three equal annual installments beginning on December 18, 2007. (ii) The Consultant shall receive additional stock options to purchase 20,000 Five Hundred Thousand (500,000) shares of common stock of the Company at an exercise price equal to the closing price for shares of common stock of the Company as reported on the OTC Bulletin Board on December 18, 2006 (the “Performance Stock Options”). The Performance Stock Options shall become exercisable in the event that the closing price for shares of common stock of the Company as reported on the OTC Bulletin Board exceeds $6.60 per share (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions of the Company's ’s common stock stock) for a period of 30 consecutive trading days prior to December 31, 2011. (iii) The Stock Options and the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option Performance Stock Options shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following terminate immediately upon the termination of the Executive's employment Consultant’s affiliation with the Company (which for other than Cause as defined in Section 12 hereof, for a period purposes of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option this Agreement shall be exercisable following mean the termination of the Executive's employment Consultant’s services to the Company whether as a director, consultant or employee). The foregoing sentence shall not apply in the event that the Consultant’s services to the Company terminate solely as a result of (A) the removal of the Consultant as a director of the Company by the Board of Directors without cause, (B) the determination of the Board of Directors not to nominate the Consultant to be re-elected to the Board of Directors (unless such determination is for cause), or (C) the failure of the stockholders to re-elect the Consultant to the Board of Directors upon nomination for re-election by the Board of Directors. Notwithstanding anything to the contrary contained herein, in the event that the Consultant’s affiliation with the Company is terminated due to his removal from the Board of Directors for cause (under the Company’s Amended and Restated Certificate of Incorporation) or the Consultant’s engagement hereunder is terminated for Cause (as defined in Section 12 hereofbelow), for a period of forty-eight (48) hours from the date of such termination, to Stock Options and the extent the Option was exercisable as of the date of such terminationPerformance Stock Options shall terminate immediately. (biv) The Company Stock Options and the Performance Stock Options shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (be non-qualified options. The Stock Options and the "Option") to purchase an additional 5,000 shares Performance Stock Options will be granted as stand-alone awards outside of the Company's common stock (’s equity incentive plans but will be nevertheless governed by the "Shares") at the market price per share as terms and conditions of the close 2001 Plan as though they were granted under the 2001 Plan. The Stock Options and the Performance Stock Options shall be evidenced by award agreements that shall contain terms and conditions consistent with the terms and conditions of business on the immediately preceding August 31 or as options regularly granted to directors of the end of Company and not inconsistent with the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, terms and Company remains a public company, in the manner described in Section 5(a) aboveconditions set forth herein. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive shall be granted, as of the date of this Agreement a nonqualified stock option (the "Option") Effective Date, options to purchase 20,000 500,000 shares of the Company's common stock (of TMI/DE pursuant to the "Shares") at the market 1995 Stock Option Plan of TMI/DE. The purchase price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party covered by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The foregoing options shall be exercised and payment made to fixed as of January 28, 2003, which is the Company in accordance with procedures provided date that such grant was approved by the Compensation Committee of Employer’s Board of Directors, in accordance with the Company. provisions of such stock option plan. Such options shall vest as set forth below: Options to purchase 125,000 shares shall vest as of January 28, 2003. Options to purchase 125,000 shares shall vest as of January 28, 2004 Options to purchase 125,000 shares shall vest as of January 28, 2005. Options to purchase 125,000 shares shall vest as of January 28, 2006. Upon the occurrence of any Change of Control (d) All as defined below), or upon the termination of this Agreement prior to the Termination Date for any reason other than as set forth in Section 6(a), all such stock options, and all other stock options previously granted by Employer to Executive Executive, which are not then vested in accordance with their terms, shall fully vest and be fully exercisable. As used herein, a “Change in Control” shall be deemed to have occurred upon (a) the consummation of (w) the acquisition by any person or group of persons within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, of the beneficial ownership of a majority of the voting equity securities of Employer, (x) any consolidation or merger of Employer in which Employer is not the continuing or surviving corporation or pursuant to which shares of Employer’s common stock would be converted into cash, securities or other property, other than a merger of Employer in which the holders of Employer’s common stock immediately prior to this Agreement remain the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (y) any sale, lease, exchange or other transfer (in effect consistent with their granted termsone transaction or a series of related transactions) of all, or substantially all, of the assets of Employer, or (z) a tender offer for the common stock of Employer (other than by Employer) for all, or a majority of, the common stock of Employer, or (b) the approval by the stockholders of Employer of any plan or proposal for the liquidation or dissolution of Employer.

Stock Options. (a) The Company hereby grants Employee shall be entitled to Executive as receive five-year stock options of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 Company for 750,000 shares of the Company's common stock at an exercise price of $5.00/share (the "SharesOptions") at ), with vesting as set forth below: Number of Options/Shares Vesting 300,000 Immediate 100,000 January 14, 2001, provided, however, such vesting shall be accelerated if the market closing price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number 's common stock on the Nasdaq National Market is equal to or greater than $8.00/share for 20 consecutive trading days 150,000 January 14, 2002, provided, however, such vesting shall be accelerated if the closing price of Shares with respect the Company's common stock on the Nasdaq National Market is equal to which or greater than $12.00/share for 20 consecutive trading days 200,000 January 14, 2003, provided, however, such vesting shall be accelerated if the Option may closing price of the Company's common stock on the Nasdaq National Market is equal to or greater than $16.00/share for 20 consecutive trading days All Options must be exercised shall be cumulative so that if on or before the full number earlier of Shares shall not have been purchased(i) January 14, any such unpurchased Shares shall continue to be included in 2006 or (ii) the number of Shares with respect to date which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the is three (3) years after termination of the ExecutiveEmployee's employment with the Company for other than Cause as defined in Section 12 hereofany reason. Notwithstanding the foregoing, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All all stock options granted to Executive the Employee above shall immediately vest in the event of any transaction in which substantially all of the assets of the Company are acquired or 50% or more of the issued and outstanding common stock of the Company is acquired by a single person, entity or group of such persons or entities. The Employee hereby acknowledges that the stock options set forth above and the shares underlying such stock options have not been registered or qualified for sale under the Securities Act of 1933, as amended (the "Act"), or any state securities law and may not be sold, hypothecated, pledged, assigned or otherwise transferred, nor will any assignee, vendee or other transferee be recognized as having an interest in such stock options or shares of stock, unless a registration statement under the Act and any applicable state securities laws is then in effect with respect to such stock options or shares of stock or the availability of an exemption from such registration is established to the satisfaction of the Company. The Employee further acknowledges that the Company must amend its Certificate of Incorporation (the "Charter Amendment") to authorize the shares underlying such Options to permit the Employee to exercise any such Options. The Company will use all commercially reasonable efforts to obtain the approval of its stockholders and take such other actions as are necessary to effect the Charter Amendment. Subject to the effectiveness of the Charter Amendment, the Company shall at all times prior to this Agreement remain in effect consistent with their granted termsby which all such options must be exercised reserve and keep available, solely for issuance and delivery upon the exercise of such Options, a number of authorized shares of common stock equal to the number of shares of common stock which may be purchased upon exercise of such Options.

Stock Options. The Executive is hereby granted stock options (athe “Stock Options”) The Company hereby grants to Executive as purchase 46,667 shares of ELC’s common stock at a price (the “Exercise Price”) equal to the closing price of the date common stock on the first day of the Employment Period. Such Stock Options shall vest in accordance with the following schedule: • Upon execution of this Agreement a nonqualified stock option (and the "Option") start of the Employment Period, Executive shall become immediately vested in Stock Options to purchase 20,000 15,555 shares of the Company's ’s common stock (the "Shares") at the market price per share as Exercise Price; and • On the first anniversary of the close first day of business on the date on which this Agreement is executedEmployment Period, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with employed by the Company for other than Cause as defined its President on such date, Executive shall become immediately vested in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") Stock Options to purchase an additional 5,000 15,556 shares of the Company's ’s common stock (the "Shares") at the market price per share as Exercise Price; and • On the second anniversary of the close of business on the immediately preceding August 31 or as first day of the end of the fiscal year if not August 31Employment Period, which Option shall become exercisable so long as Executive is an employee employed by the Company as its President on such date, Executive shall become immediately vested in Stock Options to purchase 15,556 shares of the Company’s common stock at the Exercise Price. Such Stock Options shall be granted pursuant to the ELC 2001 Stock Option Plan as amended, and Company remains a public company, in to the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee maximum extent permissible under applicable law and the primary beneficiary. The options may ELC 2001 Stock Incentive Plan as amended, such Stock Options shall be exercised only to purchase whole shares. No fractional shares will be issued upon exercise Incentive Stock Options within the meaning of Section 424(f) of the optionsInternal Revenue Code of 1986, as amended, and the regulations thereunder. The options For all purposes of this Section 5, a “Change in Control” shall be exercised deemed to have occurred when (i) ELC is merged or consolidated with another entity which is not then controlled by ELC and, as a result, such merger or consolidation results in at least fifty-one percent (51%) or greater of ELC’s common stock being controlled or owned by another entity, or (ii) a majority of the ELC’s assets are sold or otherwise transferred to another entity that is not then controlled by or affiliated with ELC. Upon the occurrence of a Change in Control, the Stock Options granted pursuant to this Section 5 shall be automatically and payment made immediately vested and become exercisable by Executive, subject to the Company terms of Section 8 of this Agreement. Unless otherwise provided herein, the terms of the Stock Options granted pursuant to this Section 5 shall be governed in accordance with procedures provided the provisions of ELC’s 2001 Employee Stock Incentive Plan (the “Plan”). The Stock Options issued pursuant to this agreement shall be incentive stock options to the extent permitted by law and the Compensation Committee terms of the CompanyPlan, and the balance shall be non-qualified options. If Executive’ employment with the Company is terminated, as provided in Section 8, such Stock Options (whether or not vested) shall survive or terminate as provided under Section 8. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (aA) The Company hereby grants to Executive as of the date Upon execution of this Agreement Agreement, Company shall grant Executive a nonqualified non-statutory stock option to acquire five hundred thousand (the "Option"500,000) to purchase 20,000 shares of the Company's common stock at an exercise price of one dollar and thirty cents ($1.30) per share, exercisable at any time prior to the "Shares") at date that is the market price per share as tenth year's anniversary of the close of business on the date on which this Agreement is executedEffective Date ("TENTH ANNIVERSARY"), which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect subject to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchasedSection 3(ii)(F), any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationbelow. (bB) The If on the thirtieth (30th) day following the First Anniversary Executive remains employed by the Company and has not been notified by the Board that his employment hereunder is terminated, Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified non-statutory stock option (the "Option") to purchase acquire an additional 5,000 five hundred thousand (500,000) shares of the Company's common stock (the "Shares") at the market an exercise price per share that is equal to 110% of the fair market value per share of the Company's common stock as of the close date of business the option grant. Fair market value shall be determined as provided in the stock option plan then maintained by the Company for its employees, and if there is no such plan, then fair market value shall be determined by the Board of Directors in the good faith exercise of its discretion (either case to be hereinafter referred to "FMV". Such option shall be exercisable at any time prior to the Tenth Anniversary, subject to Section 3(ii)(F), below. (C) If the Company files a Form 10-KSB or Form 10-K (hereinafter, a "10-K") with the SEC for calendar year 2004 that contains audited financial statements showing the Company's 2004 earnings before interest and taxes ("EBIT") to be at least two million dollars ($2,000,000), and if Executive remains employed hereunder on the immediately preceding August 31 or date that such filing is made, then effective as of the end of date such filing is made, the fiscal year if not August 31, which Option Company shall become exercisable so long as grant Executive is an employee a non-statutory stock option to acquire one hundred thousand (100,000) shares of the Company's common stock at an exercise price equal to 110% of such common stock's FMV on the date of the option grant. FMV wherever referred to in this Agreement shall be determined in the same manner as is set forth for grants of options under Company's stock option plan for its employees then in effect, and Company remains a public companyif no such plan is then in effect, then fair market value shall be determined by the Board of Directors in the manner described in good faith exercise of its discretion. This option shall be exercisable at any time prior to the Tenth Anniversary, subject to Section 5(a) above3(ii)(F), below. (cD) The options described in If the Company files a Form 10-K with the SEC for calendar year 2005 that contains audited financial statements showing the Company's 2005 EBIT to be at least five million dollars (a) $5,000,000), and (b) above are not transferable to any third party by if Executive remains employed hereunder on the Executive except to a revocable living trust established by the Executive of which the Executive date such filing is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise made, then effective as of the options. The options shall be exercised and payment made to date such filing is made, the Company in accordance with procedures provided by the Compensation Committee shall grant Executive a non-statutory stock option to acquire one hundred thousand (100,000) shares of the Company's common stock at an exercise price equal to one 110% of such common stock's FMV on the date of the option grant. This option shall be exercisable at any time prior to the Tenth Anniversary, subject to Section 3(ii)(F), below.. (E) If the Company files a Form 10-K with the SEC for calendar year 2006 that contains audited financial statements showing the Company's 2006 EBIT to be at least ten million dollars ($10,000,000), and if Executive remained employed hereunder through the third year's anniversary of the Effective Date, then effective as of the date such filing is made, the Company shall grant Executive a non-statutory stock option to acquire one hundred thousand (100,000) shares of the Company's common stock at an exercise price equal to one 110% of such common stock's FMV on the date of the option grant. This option shall be exercisable at any time prior to the Tenth Anniversary, subject to Section 3(ii)(F), below. (dF) All stock options granted to Executive under this Section 3(ii) are referred to herein as the "OPTIONS". If Executive's employment hereunder is terminated by Company for any reason other than for "cause" (defined below), or if Executive terminates his employment for "good reason" (also defined below), or if this Agreement expires in accordance with its terms, then all Options that are granted, vested and effective prior to such date of termination or expiration shall remain in effect, but those that are not then granted, vested and effective shall expire ninety (90) days after the date of such termination or expiration. If Executive's employment hereunder is terminated by Company for "cause", or if Executive terminates his employment and does not have "good reason" to terminate, then all Options that have been granted but are not exercised by Executive on or before the date of such termination shall expire on the date of termination of employment. (G) All shares acquired upon exercise of options granted under this Section 3(ii) shall have "piggyback" registration rights no more restrictive than those granted to any other officer of the Company; provided, however, that if Executive's employment hereunder is terminated by Company for "cause", or if Executive terminates his employment and does not have "good reason" to terminate, then these piggyback registration rights shall terminate on the date of termination of Executive's employment. (H) All provisions of this Section 3(ii) that are to be performed after expiration or termination of this Agreement remain shall survive the expiration or termination of this Agreement until such provisions expire or terminate in effect consistent accordance with their granted terms.

Stock Options. (a) 4.3.1. The Executive shall purchase from the Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option shares (the "OptionPurchased Shares") of the Company's Class A Common Stock and ---------------- Class L Common Stock set forth on Exhibit A-1 hereto at the purchase price per share set forth therein. The purchase and sale of such shares will occur on a date to purchase 20,000 be specified by the Company upon not less than two weeks notice to the Executive, which date shall be no later than June 15, 1999, in accordance with a subscription agreement (the "Subscription Agreement") in the form of Exhibit A-2 hereto. As ---------------------- of the Effective Date, the outstanding shares of the Company's common Class A Common Stock and Class L Common Stock (collectively, the "Common ------ Stock") and all options to purchase Common Stock are held as set forth on Exhibit A-3 hereto. 4.3.2. The Company shall grant to the Executive, pursuant to the Company's stock option plan for management and employees of the Company and its Affiliates attached hereto as Exhibit A-4, as from time to time in effect (the "SharesPlan") ), options to purchase a total of ---- 1,512,516 shares of Class A Common Stock at the market an exercise price of $0.50 per share as (the "Options"). One half of the close Options shall be granted ------- pursuant to the option agreement in the form of business on Exhibit A-5 hereto and the date on which this Agreement is executedother half of the Options shall be granted pursuant to the option agreement in the form of Exhibit A-6 hereto. 4.3.3. Prior to issuing any shares or options to the Executive, which Option shall become exercisable so long the Company may require that the Executive provide such representations regarding the Executive's sophistication and investment intent and other such matters as Executive is an employee the Company may reasonably request. None of the Company's securities will be registered under applicable securities laws for the indefinite future and there will be substantial restrictions on resale imposed by the Company's corporate charter, the stockholders agreement and applicable law. The number Purchased Shares, the Options and any shares issued upon exercise of Shares with respect to which the Option may be exercised Options shall be cumulative so that if subject to the full number terms of the stockholders agreement dated as of December 21, 1998 among the Company and certain of its stockholders, as from time to time in effect (the "Stockholders ------------ Agreement"), a copy of which is attached hereto as Exhibit A-7. --------- 4.3.4. The Company may, by notice to the Executive and without any further action by the Company, cause the immediate forfeiture by the Executive of all Purchased Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number event that the Executive runs for public office or accepts appointment or election to any governmental or political position without the prior approval of Shares with respect to which the Option shall then be exercisable along with Board at any other Shares as to which time during the Option may become exercisable. The Option shall be exercisable following the termination term of the Executive's employment with hereunder or prior to December 31, 2003, whichever is later; provided, however, that the Company Board will grant reasonable exceptions for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for appointment or election to a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 governmental or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive political position that is an employee of the Company, unpaid and Company remains a public companythat, in the manner described reasonable judgment of the Board, will not materially interfere with the Executive's performance of his duties hereunder. Upon the giving of such notice, all of the holder's rights in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee Purchased Shares shall terminate and the primary beneficiaryCompany may cancel on its books the certificates representing the Purchased Shares whether or not such certificates have been returned to the Company. The options may be exercised only Executive agrees to purchase whole shares. No fractional shares will be issued notify the Board prior to running for public office or accepting any such appointment or election and, upon exercise receipt of notice from the options. The options shall be exercised and payment made Company as described above, agrees to deliver to the Company in accordance with procedures provided by the Compensation Committee of certificates representing the CompanyPurchased Shares. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. Executive shall be granted an option to purchase 100,000 shares of the Company’s common stock (NASDAQ: CBLI). The stock options will be granted as of Executive’s Start Date and will have the following parameters: (a) The Company hereby grants to Executive as per-share price of the date of this Agreement a nonqualified stock option (will be the "Option") to purchase 20,000 shares of fair market value as determined per the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executedCleveland BioLabs, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company Inc. Guidelines for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination.Equity Awards; (b) The stock options will vest over three years, provided Executive continues to be employed by the Company shall further grant to Executive on each respective vesting date: one-fourth (1/4) upon the first day of employment, and an additional one-quarter (1/4) on the employment anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares for each of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) abovenext three years. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares stock option will be issued upon exercise of the options. The options shall be exercised and payment made subject to the Company in accordance with procedures provided by the Compensation Committee terms of the Company’s 2006 Equity Incentive Plan (as amended and restated effective April 29, 2008 and as may be amended from time-to-time) and standard stock option agreement. (d) All The vesting of stock options granted shall accelerate by one (1) year if the Executive is terminated by the Company without Cause or if Executive resigns his employment for Good Reason. Executive’s right to Executive exercise vested stock options shall continue for a period of twelve months from the date of such termination or resignation for Good Reason. (e) The stock options shall vest upon the occurrence of a “Change in Control” and the right to exercise such vested stock options shall continue for a period of twelve months from the date of such Change of Control. “Change of Control” means: (i) the acquisition by a person, or persons acting as a group, of 50% or more of the outstanding voting stock of the Company; (ii) the disposal of all or substantially all of the Company’s assets or business through a sale, lease or otherwise; (iii) the merger of the Company with or into another person where the Company is not the surviving person; (iv) any reverse merger in which the shareholders of the Company prior to this Agreement remain the merger do not own at least 50% of the post-merger entity; or (v) a change in effect consistent with their granted termsthe board of directors in any two year period wherein a majority of the directors have been elected without the approval of a least two-thirds of the directors in office at the beginning of such period.

Stock Options. (ai) The On the Commencement Date, the Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option options to acquire one million (the "Option"1,000,000) to purchase 20,000 shares of the Company's common stock stock, at an exercise price of $2.10 per share, (each, an "Option" and collectively the "SharesOptions") at under such terms and conditions as provided for in clause (ii) below. (ii) The Options described in paragraph (i) above shall be subject to the market following terms and conditions: (A) the Options shall be granted pursuant to this Agreement and the exercise price per share of each Option shall be market value on the Commencement Date of this Agreement; (B) the Options shall be separated between Incentive Stock Options (“ISO”) and Nonqualified Stock Options (“NSO”), as shall be detailed by Executive to the Company within seven (7) days of the close Commencement Date. (C) the NSOs shall vest and be exercisable in the following percentages and at the following times: (1) fifty percent (50%) of business the shares on the date Commencement Date, and (2) fifty percent (50%) of the shares on which the first anniversary of the Commencement Date; (D) the ISOs shall vest and be exercisable in the following percentages and at the following times: (1) ten percent (10%) of the shares on the Commencement Date, and (2) ten percent (10%) on each annual anniversary of the Commencement Date for the succeeding nine (9) years. (E) the Options shall be issued on the execution of this Agreement is executed, which Option shall become exercisable so long as Executive is an employee and be non-revocable by the Company or the Board of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, Directors or any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The third party; (F) each Option shall be exercisable for the ten (10) year period following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such terminationgrant; (G) each Option grant shall become 100% vested, to fully exercisable and issued cashless for the extent the Option was full amount per this Agreement and fully exercisable as of the date of such termination. The upon a Change in Control; and (H) each Option shall be exercisable following the termination of the Executive's employment evidenced by, and subject to, a stock option agreement whose terms and conditions are consistent with the Company for Cause as defined in Section 12 terms hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. The Executive's compensation shall include options (athe "Options") to purchase equity of the Company in the form of shares of common stock, $.001 par value per share (the "Company Common Stock"), equivalent to an amount, when exercised, of 1,000,000 shares of Company Common Stock (as such number of shares may be adjusted pursuant to clause (v) below). The material terms of the Options will include the following: (i) The date of grant of the Options will be the Effective Date; (ii) On the one (1) year anniversary of the Effective Date (the "Initial Vesting Date"), provided that the Executive has not been terminated for Due Cause (as defined below) by the Company, the Executive will acquire a vested interest with respect to twenty-five percent (25%) of the Options, or Options to purchase 250,000 shares of Company hereby grants Common Stock (as such number of shares may be adjusted pursuant to clause (v) below); (iii) Every subsequent monthly period following the Initial Vesting Date, provided that the Executive has not been terminated for Due Cause by the Company, the Executive will acquire a vested interest with respect to Options to purchase an additional 20,833 shares of Company Common Stock (as such number of shares may be adjusted pursuant to clause (v) below), until the 48th month following the Effective Date or until such time as the Executive has received Options to purchase 1,000,000 shares of Company Common Stock (as such number of shares may be adjusted pursuant to clause (v) below); (iv) If the Executive is no longer employed by the Company due to termination of his employment for Due Cause, the Executive is only entitled to those options in which the Executive has acquired a vested interest as of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executedtermination for Due Cause; provided, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company is terminated for any other reason than Cause as defined Due Cause, the Executive shall acquire a vested interest in Section 12 hereof, for a period of ninety (90) days from all remaining Options to be vested so that the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") has received Options to purchase an additional 5,000 1,000,000 shares of the Company's common stock Company Common Stock (the "Shares") at the market price per share as such number of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options shares may be exercised only adjusted pursuant to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. clause (dv) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.below);

Stock Options. Executive shall be entitled to participate in employee stock plans from time to time established for the benefit of employees of the Company in accordance with the terms and conditions of such plans. Simultaneously with the closing of the consolidation of the Company, Executive shall receive pursuant to and subject to the Company’s Omnibus Stock Incentive Plan (athe “Plan”), a grant of 4,500 stock options for common stock of the Company. The options shall be granted (i) The Company hereby grants to Executive as of 50% on the date of this Agreement a nonqualified stock option the closing of the consolidation described in the Company’s Registration Statement on Form S-4 (the "Option"“Consolidation”) with an option exercise price of $15.00 per share and (ii) 50% on the six-month anniversary of such closing with an option exercise price equal to purchase 20,000 shares of the Company's price at which the common stock (the "Shares") is trading at the market price per share as of the close of business on that date, or if there is no established market, at the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee fair market value of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party determined by the Executive except to a revocable living trust established by the Executive Board of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the optionsDirectors in its sole discretion. The options shall be exercised 25% exercisable on the date of grant and payment made the balance of which become exercisable subject to Executive’s continuing to be employed by the Company in accordance with procedures provided three nearly equal installments on the first, second and third anniversaries of the date of grant. In addition, Executive shall receive upon Board approval, pursuant to and subject to the Plan, a grant of 10,000 shares of restricted stock of the Company which shares shall be subject to repurchase by the Compensation Committee Company on termination of Executive’s employment for a price of $.01 per share, which repurchase option shall lapse 50% on the date of issuance and 50% on the sixth month anniversary of the Company. (d) All date of grant. Executive has previously received a grant of 2,000 shares of restricted stock pursuant to the Plan which shares shall be subject to repurchase by the Company on termination of Executive’s employment for a price of $.01 per share, which repurchase option shall lapse 25% on the date of issuance and 25% in three nearly equal installments on each of the first, second, and third anniversary of the date of grant. Notwithstanding the foregoing, stock options granted to Executive prior shall become fully exercisable and repurchase restrictions on stock grants shall lapse in full upon (i) a Change of Control of the Company (as defined herein) or (ii) Executive’s termination of employment by Executive with Good Reason or by the Company without Cause, and Executive shall have one (1) year from such termination, or remaining term of the option, if earlier, to this Agreement remain in effect consistent with their granted termsexercise such options.

Stock Options. (a) The Company hereby grants to Executive Except as hereinafter provided, effective as of the date (the “New Plan Effective Date”) on which the shareholders of this Agreement the Company approve a new equity compensation plan (the “New Plan”), the Company shall grant to the Employee a nonqualified stock option (the "Option") to purchase 20,000 950,000 shares of the Company's common stock of the Company (the "Shares"“Options”) at under (and therefore subject to all terms and conditions of) the market price per share as Company’s new equity compensation plan and all rules and regulations of the close of business on Securities and Exchange Commission applicable to the date on which this Agreement is executedCompany’s equity plans then in effect, which Option shall become exercisable and pursuant to an associated stock option agreement to be entered into between the Company and the Employee, so long as Executive either (1) the Employee is then still an employee of the CompanyCompany or (2) if Employee is no longer an employee, in the event that the Employee's employment hereunder has been previously terminated under Section 6 hereunder for any reason other than by the Company pursuant to Section 6(b) and the New Plan Effective Date is within one (1) year after the date of termination of Employee’s employment hereunder. The number Options shall have an exercise price per share equal to the closing sale price of Shares a share of the common stock of the Company as reported on the NASDAQ stock market the date immediately preceding the date of grant, and shall vest and become exercisable as follows: (i) options with respect to which 200,000 shares of common stock of the Option may be exercised Company shall be cumulative so that if vest and become exercisable monthly, on a pro rata basis, where the full number of Shares vesting schedule shall not deem to have been purchasedcommenced on August 16, any such unpurchased Shares 2010 and shall continue to be included in the number of Shares until August 15, 2011; and (ii) commencing on August 16, 2011, and monthly thereafter until August 15, 2014, options with respect to which 20,833 shares of common stock of the Option Company each shall then vest (or shall be exercisable along with any other Shares as deemed to which the Option may have vested) and become exercisable. The Option shall be exercisable following the termination If Employee is still an employee of the Executive's Company on the New Plan Effective Date, the Options shall immediately accelerate, vest and become exercisable in full (exercisable by Employee at any time within one year of such hereinafter described event), in the event that (i) the Employee’s employment with is terminated hereunder for any reason other than (1) by the Company for Cause pursuant to Section 6(b) of this Agreement or (2) by the Employee for any reason other than Cause for Good Reason (as defined hereinafter defined) pursuant to Section 6(f) of this Agreement or (ii) there is a Change in Section 12 hereofControl. If Employee is no longer an employee on the New Plan Effective Date but is entitled to Options as provided above, then except as hereinafter provided, the Options shall be granted to Employee and shall immediately accelerate and vest and remain exercisable in full for a period of ninety (90) days from one year after the date New Plan Effective Date. Notwithstanding the prior sentence, in the event Employee is no longer an employee on the New Plan Effective Date as a result of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the Employee’s voluntary termination of employment pursuant to Section 6(g) below, then the Executive's employment with the Company for Cause as defined in Section 12 hereof, vested Options shall remain exercisable for a period of forty-eight (48) hours one year from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) New Plan Effective Date. The Company Options shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Companybe in addition to, and Company remains a public companynot in substitution for, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior the Employee pursuant to the Consulting Agreement, and, subject to the above provisions of this Agreement remain Section 5(c)(i), shall be subject to terms and conditions substantially similar to those as set forth in effect consistent the Stock Option Plan and the stock option agreement, as amended, between the Company and the Employee in connection with their the stock options granted termsto Employee pursuant to the Consulting Agreement. The Company agrees to use its best efforts to cause the shareholders of the Company to adopt a new equity compensation plan to allow for the grant of the Options described above, which plan shall include provisions to allow for the grant of options to former employees.

Stock Options. On the Employment Date, Executive shall be granted stock options (athe "Stock Options") to purchase a total of one million five hundred thousand (1,500,000) shares of Company Common Stock with a per share exercise price equal to 100% of the "Fair Market Value," as determined under the Informix Corporation 1994 Stock Option and Award Plan (the "Stock Option Plan"). The Company hereby grants Stock Options shall be for a term of ten years (or shorter, as described below, upon termination of Executive's employment (or, with the approval of the Board, Executive's consulting relationship) with the Company) and, subject to Executive accelerated vesting as set forth in the Company's standard form of stock option agreement and as set forth elsewhere herein, shall vest as to 25% of the shares originally subject to the Stock Options on each anniversary of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share grant, so as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days 100% vested four years from the date of such terminationgrant, conditioned upon Executive's continued employment (or, with the approval of the Board, Executive's consulting relationship) with the Company as of each vesting date. Except as specified otherwise herein, these option grants are in all respects subject to the terms, definitions and provisions of the Stock Option Plan and the standard form of stock option agreement thereunder to be entered into by and between Executive and the Company (the "Option Agreements"); provided, however, that to the extent that the Stock Options may not be granted under the Stock Option was exercisable as Plan by virtue of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business limitation on the immediately preceding August 31 or as number of the end of the shares subject to option that may be granted thereunder in any fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, they shall be granted outside of the Stock Plan pursuant to a written option agreement containing the same terms and conditions as the option granted under the Stock Option Plan. Any such non-Stock Option Plan stock option shall be registered by the Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable on Form S-8 prior to any third party by the Executive except to a revocable living trust established by the Executive vesting of which the Executive is a trustee and the primary beneficiarysuch option. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior pursuant to this Agreement Section 3(b) shall remain exercisable (to the extent vested upon the date of termination) for twelve months following Executive's termination of employment (or, with the approval of the Board, Executive's consulting relationship) with the Company in effect consistent the event that Executive is terminated by the Company other than for "Cause," (as defined in Section 4 hereof), or if Executive's employment (or, with their the approval of the Board, Executive's consulting relationship) with the Company terminates due to Executive's death or "Total Disability" (as defined in Section 7 hereof) otherwise, such options shall remain exercisable (to the extent vested upon the date of termination) for three months following Executive's termination of employment with the Company; provided, however, that in no event shall any stock option granted termspursuant to this Section 3(b) remain exercisable longer than its original ten-year term.

Stock Options. (ai) The Company hereby grants to Executive as Upon the later of the date commencement of this Agreement a nonqualified stock option Employee's employment hereunder or the adoption of the Stronghold Technologies, Inc. 2000 Stock Option Plan (the "OptionOption Plan") ), Employee will be granted options under the Option Plan to purchase 20,000 purchase, at an exercise price equal to the fair market value of the shares (estimated to be less than $1 per share), 100,000 shares of the Company's common stock stock. Such options shall vest and become exercisable at any time in the next 10 years from date of grant, provided that Employee has remained continuously employed hereunder through the date of vesting (or as otherwise provided herein), and the "Shares"Employer achieves the required Net Sales during the respective FISCAL YEARS (deemed to be 1/1 to 12/31 for purposes of this section) at the market price per share as of the close Employer set forth below. Notwithstanding the foregoing, in the event of business on the date on termination of employment of the Employee, all unvested Options shall immediately expire and be of no further force or effect (unless otherwise expressly provided herein), and any Options which this Agreement is executedhave previously vested in accordance with the table set forth below or become vested in accordance with ss.4(c)(ii) hereof shall be exercisable by the Employee during the ninety (90) day period following such termination of employment (or in the event of the death or disability, as defined below, of the Employee, during the one year period following death or disability), after which Option time they shall expire and be of no further force or effect: Options Vesting Fiscal Year Net Sales Achieved and Exercisable ---------- ----------------- --------------- 2001 $2,000,000 20,000 2002 $5,000,000 15,000 $10,000,000 15,000 2003 $10,000,000 10,000 $20,000,000 15,000 $30,000,000 or more 25,000 The number of shares which vest in any year will not be prorated. Thus, for example, if in fiscal year 2001, $1,000,000 of Net Sales are achieved, no options will vest. If in fiscal year 2002, $9,000,000 of Net Sales are achieved, only 15,000 options will vest and become exercisable so long in that year. Options not exercisable with respect to any fiscal year due to failure of the Employer to recognize the required Net Sales as Executive is an employee set forth above shall be automatically terminated and be of no further force or effect. (ii) In the event of a "Change of Control" of the Company, as defined below, one half of all of Employee's theretofore unvested and unexercisable stock options (including, but not limited to, the stock options set forth in this Section 4) shall become vested and exercisable immediately. The number In the event that, within one year following such Change of Shares with respect Control, either Employee's employment is terminated without Cause or Employee resigns his employment, all of Employee's theretofore unvested and unexercisable stock options (including, but not limited to, the stock options set forth in this Section 4) shall become vested and exercisable immediately. (iii) Except as specifically provided herein, all stock options granted to which Employee hereunder or otherwise shall be subject to the terms of the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisablePlan. The Option Plan shall be exercisable following permit, and all options granted hereunder shall provide: (A) that they are "incentive stock options" ("ISO") within the termination meaning of Section 422 of the Executive's employment with Internal Revenue Code, as amended, to the Company for other than Cause as defined in Section 12 hereofmaximum extent permitted by law, unless Employee agrees otherwise; (B) that, if vested, they are exercisable for a period of ninety (90) days at least ten years from the date of such terminationgrant, to absent termination of employment, and except for certain change of control transactions in which both the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following exercise and the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination.options may be accelerated; (bC) The Company shall further grant to Executive on each anniversary date that they may be exercised by surrender of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 number of shares of the Company's common stock (with a fair market value equal to the "Shares") exercise price at the market price per share as time of exercise, or that the Company will provide reasonable financing (i.e. permitting the Employee to execute a promissory note (such note to be secured by a pledge of the close of business on stock) for the immediately preceding August 31 or as full exercise price (provided, that nothing in -------- this subparagraph (c) shall require any terms that would cause any portion of the end options be treated as "variable options" under generally accepted accounting principles or otherwise cause the Company to recognize expense for accounting purposes upon the vesting or exercise of the fiscal year if not August 31, which Option shall become exercisable options so long as Executive is an employee the options can be structured to avoid such effect); (D) to the extent permitted by applicable law (including Section 422 of the CompanyInternal Revenue Code and related rules with respect to incentive stock options governed thereby), that the Employee may designate a beneficiary in the case of death, and Company remains a public company, legal representative in the case of disability, with full power to exercise the options in as favorable a manner described in Section 5(a) above.as if the Employee had held the options, and that the Employee shall be permitted to transfer vested and exercisable options to members of his immediate family or trusts or similar entities of which he or they are the beneficiaries; (cE) The options described in (a) Option Plan shall give the ISO holder the ability to specifically designate his beneficiary; if the option holder is disabled, the legal representative of the option holder could exercise the option on his behalf; and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. ISO by the ISO holder's estate would also be permitted; (F) The options Option Plan shall provide that all granted but unvested and unexercisable ISO's shall become vested and exercisable immediately upon death or disability, with the term of the disability to be exercised and payment made to defined by the Company Board in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted allowable periods applicable to Executive prior to this Agreement remain in effect consistent with their granted terms.ISO's;

Stock Options. (a) The Company hereby grants to Executive as All of the date Parent Common Stock Options held by an employee shall vest immediately upon the occurrence of (i) the termination by Parent of such employee's employment by Parent and its Subsidiaries without Cause; (ii) the acquisition or creation by Parent of an additional business as a result of which SoundView's institutional brokerage business, as developed and expanded within Parent, is no longer Parent's primary institutional brokerage business; (iii) the acquisition or creation by Parent of an additional business as a result of which SoundView's investment banking technology group or research technology group, as developed and expanded within Parent, is no longer Parent's primary investment banking technology group or research technology group, respectively; or (iv) the completion by Parent of a merger or consolidation or the completion by another Person of a tender offer or exchange offer for, or purchase of, shares of capital stock of Parent as a result of which both (A) the Persons who were the holders of all of the shares of common stock of Parent immediately prior to completion of such merger, consolidation, tender offer, purchase or exchange offer hold shares of capital stock of Parent or a company of which Parent is then a Subsidiary representing less than 50% of the voting power of all classes of capital stock of Parent or such other company, as the case may be, and (B) the individuals constituting the Board of Directors of Parent immediately prior to completion of such merger, consolidation, tender offer, purchase or exchange offer constitute less than 50% of the Board of Directors of Parent or such other company, as the case may be. Notwithstanding any other provisions of the SoundView Stock Options and SoundView Stock Option Plans to the contrary, with respect to any Parent Common Stock Option that was vested prior to the Effective Time (x) upon exercise thereof after the Effective Time and prior to the first anniversary of the Effective Time, Parent shall issue to the Person exercising such option three certificates for the Parent Shares issuable upon such exercise, each of which shall be for a number of Parent Shares as nearly equal as practicable to one-third of such Parent Shares, (A) the first of which shall contain no restrictive legend other than as may be required by the Securities Act, (B) the second of which shall be subject to a restrictive legend substantially in the form set forth in Exhibit A hereto providing for a one-year restriction from the Effective Time on transfer and (C) the third of which shall be subject to a restrictive legend substantially in the form set forth in Exhibit B hereto providing for a two-year restriction from the Effective Time on transfer or (y) upon exercise thereof on or after the first anniversary of the Effective Time and prior to the second anniversary of the Effective Time, Parent shall issue to the Person exercising such option two certificates for the Parent Shares issuable upon such exercise, (A) one of which shall be for a number of Parent Shares as nearly equal as practicable to two-thirds of such Parent Shares and which shall contain no restrictive legend other than as may be required by the Securities Act and (B) the other of which shall be for the balance of such Parent Shares and which shall contain a restrictive legend substantially in the form set forth in Exhibit A hereto providing for a restriction on transfer through the second anniversary of the Effective Time. Parent and SoundView shall take such actions as may be necessary to amend their stock option plans and stock option agreements to reflect the foregoing agreements for all periods on and after the Effective Time. For purposes of this Agreement a nonqualified stock option Agreement, the term "SoundView Stock Option Plan" means SoundView's 1995 Stock Option Plan (the "OptionSoundView Stock Option Plan") ). Parent shall use all reasonable efforts to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue cause to be included in reserved for issuance the number of Parent Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued issuable upon exercise of the options. The options Parent Common Stock Options referred to in this Section 4.1(f) and, as soon as reasonably practicable after the Effective Time, Parent shall use all reasonable efforts to cause to be exercised and payment made filed a registration statement on Form S-8 (or any successor or other appropriate form) under the Securities Act, or an amendment to an existing registration statement of Form S-8, to register the Company in accordance with procedures provided by the Compensation Committee Parent Shares issuable upon exercise of the CompanyParent Common Stock Options. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. ADAC LABORATORIES EXECUTIVE SEVERANCE AGREEMENT (a) The Company hereby grants Ten (10) days prior to Executive as of the date of this Agreement a nonqualified stock option Change in Control (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 4 hereof), those stock options held by Executive to purchase shares of common stock of ADAC Laboratories which are then not exercisable ("Unvested Options") shall immediately vest and become exercisable, notwithstanding the vesting schedule set forth in Executive's stock option agreement(s). In the event that (i) Executive exercises the Unvested Options, (ii) Executive sells or otherwise disposes of the shares so purchased and (iii) Executive is offered employment by the Company or its successor corporation on Similar Terms (as defined in Section 1(b) above), he shall deposit into an escrow account with a bank or trust company satisfactory to the Company or its successor an amount equal to 50% of the difference between (x) the sale proceeds received from the shares sold or otherwise disposed of which were obtained through the exercise of previously Unvested Options (without regard to any Federal or state income taxes which may result from such transaction) and (y) the purchase price for such shares (such amount is hereinafter referred to as the "Escrowed Amount"). For purposes of this subparagraph, if such shares are disposed of without consideration or for a period consideration less than the prevailing market price for such shares at the time of ninety (90) days from such disposition, the market price of ADAC Laboratories common stock on the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option sale (or disposition at less than fair market value) shall be exercisable following used to determine the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationEscrowed Amount. (b) The Company Escrowed Amount, including any interest earned thereon, shall further grant be returned to Executive twelve (12) months following the Change in Control if, and only if, (i) Executive has accepted the employment which was offered on each anniversary date of this Agreement a nonqualified stock option Similar Terms and (the "Option"ii) to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share Executive has not, during such twelve-month period, been terminated as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described (or its subsidiary) or its successor corporation for Cause (as defined in Section 5(a1(c) above. (c) The options described in (a) and (b) above are ); if such events do not transferable to any third party by occur, the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options Escrowed Amount shall be exercised and payment made delivered to the Company in accordance with procedures provided by the Compensation Committee or its successor corporation and Executive shall have no further right thereto. Provided, however, that notwithstanding any of the Company. (d) All stock options granted foregoing, if at any time prior to such twelve-month period, Executive's employer proposes to revise the terms and conditions of his employment such that his employment would no longer be on Similar Terms, the Escrowed Amount shall be returned to Executive prior to this Agreement remain in effect consistent with their granted termsupon the date of such employer's proposal.

Stock Options. (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option (the "Option") Executive's previously received options to purchase 20,000 Three Million (3,000,000) shares of the Company's common stock at an exercise price of 8 cents, will commence vesting as to One Million (1,000,000) options on 31 December 2016, One Million (1,000,000) options on 31 December 2017 and One Million (1,000,000) options on 31 December 2018, provided Executive is still employed by the "Shares") at the market price per share Company as of such dates. All such vested options will remain exercisable for a period of five (5) years from the close Effective Date unless otherwise stated in this Amended Agreement. Notwithstanding the foregoing vesting schedule, in the event of business on a change of control (as defined in the date on which this Agreement is executednext sentence) after 31 December 2016, which Option all shares subject to the option shall immediately vest and become exercisable so long exercisable. Change of Control shall be defined as Executive is an employee a sale of all or substantially all of the Company. The number 's assets, or any merger or consolidation of Shares the Company with respect to or into another corporation other than a merger or consolidation in which the Option may be exercised shall be cumulative so that if holders of more than 50% of the full number shares of Shares shall not have been purchased, any such unpurchased Shares shall capital stock of the Company outstanding immediately prior touch transaction continue to be included in hold (either by the number voting securities remaining outstanding or by their being converted into voting securities of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which surviving entity) more than 50% of the Option may become exercisabletotal voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction. The Option shall be exercisable following the termination of If the Executive's employment with is terminated (i) by the Company for other than Cause "Without Cause" as defined in Section 12 hereof3(a)(v); (ii) by Executive for "Good Reason" as defined in Section 3(a)(iv); or (iii) for Death or Disability as defined in Section 3(a)(iii), for a period of at any time after 31 December 2016, all shares subject to the option shall immediately vest and Executive shall have ninety days (90) days from the date of such termination, termination to the extent the Option was exercisable as of the date of such terminationexercise any vested options. The Option shall be exercisable following the termination of the If Executive's employment with the Company is terminated for Cause "Cause" as defined in Section 12 hereof3(a)(i) or "Without Good Reason" as defined in Section 3 (a)(vi), for a period of forty-eight Executive shall have thirty (4830) hours days from the date of such termination, termination to the extent the Option was exercisable as of the date of such terminationexercise any vested options. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. Subject to Executive commencing his employment hereunder as the Company's Chief Scientific Officer on the Commencement Date, Executive shall be granted options to purchase an aggregate of 150,000 shares of Common Stock of the Company, subject to the terms of the Enzon, Inc. Non-Qualified Stock Option Plan, as amended (the "Option Plan"), and the Notice of Option Grant attached hereto as Exhibit A. Except as otherwise provided herein the Option Plan shall govern the terms of the options granted herein. Executive acknowledges that he has received and reviewed a copy of the Option Plan. The exercise price of such options shall be the last reported sale price of a share of Common Stock as reported by the Nasdaq Stock Market on the Commencement Date. Such options shall vest and become exercisable (a) The Company hereby grants as to Executive as 100,000 of such options, at the rate of 20,000 shares per year, commencing on the first anniversary of the Commencement Date, provided that any unvested portion of such 100,000 options shall immediately vest and become exercisable (subject to the requirement in the Option Plan that such options not be exercisable for the six months after the grant date thereof) when the last reported sale price of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares share of the Company's common stock Common Stock is at least one hundred dollars ($100.00) as reported on the "Shares"Nasdaq Stock Market for at least twenty (20) at consecutive trading days, and (b) as to 50,000 of such options, on the market price per share as fifth anniversary of the close of business Commencement Date, provided such 50,000 options shall immediately vest and become exercisable (subject to the requirement in the Option Plan that such options not be exercisable for the six months after the grant date thereof) on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee the audited financial statements of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other a fiscal year are issued, which report net annual revenues of not less than Cause as defined in Section 12 hereof, for a period of ninety Fifty Million Dollars (90$50,000,000) days from the date commercial sale of such terminationproduct(s) used for organ rejection or autoimmune diseases ("Organ Rejection and Autoimmune Products"), to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, provided in the manner described in Section 5(a) above. (c) The options described in case of each of clause (a) and (b) above are not transferable to any third party of this paragraph that, except as otherwise provided in Section 10 hereof, Executive is then employed by the Executive except to Company on a revocable living trust established by full-time basis as its Chief Scientific Officer. For purposes of this Section "net annual revenues" shall mean the Executive of which the Executive is Company's revenues for a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise fiscal year of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee derived from "net sales" of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.Organ Rejection and

Stock Options. (a) Pursuant to the 1994 Agreement, the Company has previously granted to Fran▇▇ ▇▇▇tain options to purchase Shares, including the following: (i) two 50,000 Share options awarded pursuant to Section 3.3(b) of the 1994 Agreement; (ii) one 50,000 Share option awarded pursuant to Section 3.3(c) of the 1994 Agreement; and (iii) one 100,000 Share option awarded pursuant to Section 3.3(c) of the 1994 Agreement. It is agreed that the vesting requirements set forth with respect to the foregoing options in the 1994 Agreement are hereby rescinded and terminated so that such options shall be fully exercisable as of the date hereof. (b) Fran▇▇ ▇▇ hereby granted pursuant to the Incentive Plan an option (the "New Stock Option") to purchase 150,000 Shares, with an exercise price per Share equal to $16.50, being the Market Value per Share on the date hereof. The New Stock Option shall become exercisable as to one-third of the Shares covered thereby on the December 31 immediately preceding each anniversary of the Transition Date, so that the New Stock Option will be exercisable in full on December 31, 1998. (c) Upon the exercise of the New Stock Option, Fran▇▇ ▇▇▇ll pay to the Company hereby grants an amount equal to Executive as the relevant exercise price, such amount to be paid (i) in cash, (ii) by delivering to the Shares already owned by Fran▇▇ ▇▇▇ch have an aggregate Market Value per Share at the date of exercise equal to the relevant exercise price, (iii) by directing the Company to sell a sufficient number of Shares to be acquired on exercise of the New Stock Option through a broker approved by the Company, in which event the proceeds of such sale shall be applied by the Company to the payment of the relevant exercise price, with any surplus then remaining to be paid to Fran▇▇ ▇▇ his designee, or (iv) by any combination of the foregoing. (d) Upon the occurrence of a Change in Control, the New Stock Option shall become automatically vested in full and may be exercised at any time thereafter; provided, however, in no event shall the New Stock Option be exercisable after the tenth anniversary of the date of this Agreement a nonqualified stock option Agreement. (e) In the "event Fran▇▇'▇ ▇▇▇loyment is terminated by Fran▇▇ ▇▇▇suant to Section 4.1 other than for Good Reason or on account of Disability or by the Company pursuant to Section 4.2 for Misconduct, the New Stock Option") , to purchase 20,000 shares the extent then vested, may be exercised by Fran▇▇ ▇▇ any time within six months following the Termination Date, but not thereafter; provided, however, in no event shall the New Stock Option be exercisable after the tenth anniversary of the Company's common stock date of this Agreement. To the extent the New Stock Option is not vested on such Termination Date, the New Stock Option (or the "Shares"portion thereof that is not vested on such Termination Date) at the market price per share shall automatically lapse and be cancelled unexercised as of the close of business such Termination Date. (f) The New Stock Option shall become automatically vested in full on the date of Fran▇▇'▇ ▇▇▇th and may be exercised by the person to whom Fran▇▇'▇ ▇▇▇hts shall pass by will or by the laws of descent and distribution at any time within the one-year period beginning on which the date of Fran▇▇'▇ ▇▇▇th, but not thereafter, and in no event shall the New Stock Option be exercisable after the tenth anniversary of the date of this Agreement Agreement. (g) In the event Fran▇▇'▇ ▇▇▇loyment is executedterminated by reason of Disability, which the New Stock Option shall become automatically vested in full on the date of such Disability and may be exercised at any time within the 36-month period beginning on the date of such Disability, but not thereafter, and in no event shall the New Stock Option be exercisable so long as Executive is an employee after the tenth anniversary of the Company. The number date of Shares with respect to which this Agreement. (h) Except as otherwise provided herein, the New Stock Option may be exercised shall be cumulative so that if the full number of Shares in whole or in part or in two or more successive parts. (i) The New Stock Option shall not have been purchasedbe transferrable by Fran▇▇, any such unpurchased Shares shall continue ▇▇herwise than by will or by laws of descent and distribution. During the lifetime of Fran▇▇, ▇▇e New Stock Option may not be exercised by anyone other than Fran▇▇. (j) The New Stock Option may be exercised from time to be included time by a notice in writing which identifies the New Stock Option and specifies the number of Shares with in respect of which it is being exercised. Such notice shall be delivered to which the Option shall then be exercisable along with any other Shares as Secretary of the Company or addressed to which the Option may become exercisableSecretary of the Company at its principal corporate offices. The date of exercise of the New Stock Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, the exercise notice is hand delivered or mailed to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee Secretary of the Company, and Company remains a public company, in whichever is applicable. An election to exercise the manner described in Section 5(a) aboveNew Stock Option shall be irrevocable. (ck) The options described in (a) and (b) above are New Stock Option is not transferable intended to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise qualify as an incentive stock option under Section 422 of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the CompanyCode. (dl) All The New Stock Option shall be in lieu of, and not in addition to, the stock options to be granted to Executive prior Fran▇▇ ▇▇ August 25, 1996 pursuant to this Agreement remain in effect consistent with their granted termsSection 3.3(c) of the 1994 Agreement.

Stock Options. (a) The Company hereby grants Immediately prior to Executive as the consummation of the date of this Agreement a nonqualified stock option (the "Option") Mergers, subject to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's ’s continued employment with the Company for through such date, 75 percent of each tranche of Stock Options that are then outstanding and unvested shall become immediately vested and exercisable in full and no longer subject to any right of recapture set forth in the applicable stock option award agreement (the “Option Acceleration”). However, notwithstanding anything to the contrary contained in this Agreement or the Employment Agreement to the contrary, in the event the Option Acceleration (together with any other than Cause as defined in payments under this Agreement or otherwise (the “Payments”)) would constitute “excess parachute payments” under Section 12 hereof280G of the Code, for a period of ninety (90) days from the date of such termination, Option Acceleration will be reduced to the extent necessary so that when aggregated with all other Payments, the Present Value (as defined below) of the Option was exercisable Acceleration shall be equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the date Code, less $10,000.00 (the “Reduced Amount”). If the Option Acceleration is required to be reduced to result in the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of such termination. The the detailed calculation thereof, and the Executive may then elect, in his sole discretion, which and how much of the Option Acceleration shall be exercisable following eliminated or reduced (as long as after such election the termination Present Value of the Executive's employment with aggregate Payments equals the Reduced Amount), and shall advise the Company for Cause as defined in Section 12 hereof, for a period writing of forty-eight (48) hours from the date his or her election within five days of his receipt of notice. If no such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive election is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party made by the Executive except to a revocable living trust established by within such five-day period, the Company may elect which and how much of such Option Acceleration shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall notify the Executive promptly of which such election, provided that if the Executive is a trustee consummation of the Mergers occurs prior to the Executive’s and the primary beneficiary. The Company’s determination under this Section 3, the Executive’s right to exercise the options may be exercised only that accelerate pursuant to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.the

Stock Options. Effective the Effective Date, Employer hereby grants to Employee options to acquire up to 1,500,000 shares of Common Stock (the "Options"), subject to and upon the following terms and conditions: (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option Options shall be exercisable by Employee for the period commencing from the Effective date and ending on the last day of the 60th month following the termination of Effective Date ("the ExecutiveExercise Period"). (b) In the event Employee's employment is terminated with Cause, all unexercised Options, and all Options which have been exercised but which exercise has not been consummated by tender of payment for the Company for other than Cause as defined in Section 12 hereofpurchase of Common Stock, for a period of ninety (90) shall automatically terminate 90 days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment Termination with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveCause. (c) The options described in (a) and (b) above are not transferable to any third party by In the Executive except to a revocable living trust established by the Executive event of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options Employee's termination without Cause, all outstanding but unexercised Options shall be exercised and payment made to the Company remain exercisable in accordance with procedures provided by the Compensation Committee provisions of this Section 14. In the event this Agreement is not renewed at the end of the CompanyEmployment Term, then the Options shall continue to be exercisable in accordance with the provisions of this Section 14. (d) All outstanding but unexercised Options shall remain fully exercisable in accordance with the provisions of this Section 14: (i) if there occurs any corporate transaction (which shall include a series of corporate transactions occurring within 60 days or occurring pursuant to a plan), that has the result that shareholders of the Employer immediately before such transaction cease to own at least 66 2/3 percent of the voting stock options granted of the Employer in a (a) reorganization, (b) consolidation, (c) merger, (d) liquidation or (e) a similar of corporate transaction; (ii) if the shareholders of the Employer shall approve a plan of merger, consolidation, reorganization, liquidation or dissolution in which the Employer does not survive (unless the approved merger, consolidation, reorganization, liquidation or dissolution is subsequently abandoned); or (iii) if the shareholders of the Employer shall approve a plan for the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Employer (unless such plan is subsequently abandoned). (e) In the event Employee dies or becomes Disabled, Employee or his personal representative shall have a period of twelve (12) months following the date of Employee's death or the last day of the Disability Period (as the case may be) to Executive prior exercise all Options which were exercisable on the date of Employee's death or that he became Disabled (as the case may be). (f) The purchase price payable for the Common Stock pursuant to this Agreement remain in effect consistent with their granted terms.the Options shall be (i) as to 750,000 Options, $.50 per share of Common stock and (ii) as to 750,000 Options, the price determined by the Viragen, Inc., 1995 Stock Option Plan as of the Effective Date. At the Employee's option, the payment for the shares of Common Stock may be made either by check payable to the Employer or by execution and delivery by the Employee to Employer of a Note(s) dated as of each Exercise Notice. The

Stock Options. (ai) The During the Term, the Executive shall be eligible to be granted Options at such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion; provided, that the Executive shall be granted such Options in accordance with the Company's customary past practice unless the Committee determines in its good faith discretion that the amount or timing of such Option grants shall be revised based upon the Executive's performance. (ii) In addition to any Options granted in accordance with subsection (i), as of July 1, 2003 the Executive shall be granted a non-qualified stock option (the "Retention Options") to purchase 111,111 shares of Common Stock, pursuant to the terms and conditions of the Stock Incentive Plan and a written Retention Stock Option Agreement to be entered into by and between the Company hereby grants to and Executive as of the date of this Agreement a nonqualified stock option (hereof in substantially the "Option") form attached hereto as Exhibit A. The Retention Options shall have an exercise price equal to purchase 20,000 shares of the Company's common stock (the "Shares") at the fair market price value per share of Common Stock as of the close July 1, 2003 and shall have a term of business on the date on which this Agreement is executed, which Option 10 years. The Retention Options shall become exercisable so long in three cumulative installments as Executive is an employee follows: (A) the first installment shall consist of 15% of the Company. The number shares of Shares with respect to which Common Stock covered by the Option may be exercised Retention Options and shall be cumulative so that if become vested and exercisable on July 1, 2006; (B) the full number second installment shall consist of Shares 15% of the shares of Common Stock covered by the Retention Options and shall not have been purchasedbecome vested and exercisable on July 1, any such unpurchased Shares 2007 and (C) the third installment shall continue to be included consist of 70% of the shares of Common Stock covered by the Retention Options and shall become exercisable on July 1, 2008; provided, that, except as otherwise provided in Section 7 or in the number Retention Stock Option Agreement, no portion of Shares with respect to which the Option Retention Options not then exercisable shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the Executive's termination of employment for any reason. In the event of the Executive's termination of employment with the Company for any reason other than Cause as defined in Section 12 hereoffor Cause, for a period of ninety (90) days from the date of such termination, Retention Options to the extent then exercisable shall remain exercisable until the Option was exercisable as earlier of (x) the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, provided in the manner described in Section 5(a) above. Retention Stock Option Agreement or (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.y)

Stock Options. (a) The Company hereby grants MGM presently maintains an Amended and Restated 1996 Stock Incentive Plan (the “Plan”), pursuant to which Executive has been granted options to purchase an aggregate of 1,000,000 shares of MGM common stock, $.01 par value per share (the “Common Stock”), which options are governed by the terms and conditions of the stock option agreements previously entered into between Executive and MGM (the “Stock Option Agreements”) dated as of the date of this Agreement a nonqualified stock option (the "Option"i) to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executedAugust 2, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares 2000 with respect to which 500,000 stock options (the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased“August 2000 Options), any such unpurchased Shares shall continue to be included in the number of Shares (ii) September 14, 2001 with respect to which the Option shall then be exercisable along 250,000 stock options and (iii) May 25, 2002 with any other Shares as respect to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination250,000 stock options. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares As of the Company's common Effective Date, and in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive hereby agrees to the cancellation of the August 2000 Options, which shall be deemed terminated and of no further force or effect. Executive acknowledges that following such cancellation and termination, Executive will hold an aggregate of 500,000 stock (the "Shares") options, of which 250,000 are at the market an exercise price of $16.74 per share as and 250,000 are at an exercise price of $16.02 per share, all subject to the close of business on terms and conditions (including the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, vesting schedule) set forth in the manner described in Section 5(a) aboveStock Option Agreements under which such stock options were granted. (c) The options described in (a) Executive acknowledges and (b) above are not transferable agrees that, by reason of such cancellation and termination, Executive releases all right, title and interest Executive may have held, whether pursuant to any third party by the Executive except Plan, the Stock Option Agreement, the Employment Agreement or otherwise, to a revocable living trust established by acquire the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the Common Stock subject to such cancelled options. The options shall be exercised and payment made to Executive hereby represents that he is the Company in accordance with procedures provided by the Compensation Committee sole owner of the Companyoptions relinquished hereby and that he has not sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner any of such options or any right thereto or interest therein. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants agrees to Executive cause the issuance to Employee of stock options ("Stock Options") to purchase shares of common stock, $.01 par value, of the Company ("Common Stock") in accordance with the following schedule: (i) Stock Options to purchase 125,000 shares of Common Stock to be issued on February 15, 1997; (ii) Stock Options to purchase 50,000 shares of Common Stock to be issued on April 1, 1997, unless Employee is not, for any reason, an employee of the Company on such date; and (iii) Stock Options to purchase 50,000 Shares of Common Stock to be issued on April 1, 1998, unless Employee is not, for any reason, an employee of the Company on such date. All such Stock Options shall be issued pursuant to, and in accordance with, the Company's 1994 Stock Option Plan (the "Plan"). The Company shall submit for approval of its Shareholders at the next annual meeting of Shareholders of the Company, any increase in the shares authorized under the Plan as may be necessary for issuance of the Stock Options to be granted hereunder. The maximum number of such Stock Options shall be qualified stock options under the Plan as would not cause a disqualification under applicable Internal Revenue Code Sections or regulations thereunder, and the remainder of such Stock Options shall be non-qualified stock options under the Plan. Each Stock Option shall be exercisable at a price equal to the Fair Market Value (as defined in the Plan) of the Common Stock on the date of issuance of such Stock Option (or if such date is not a business day, than such option shall be exercisable at a price equal to the Fair Market Value on the next business day following such date) in accordance with the terms of the Plan and shall vest over a four year period from the date of grant at a rate of 25% per year, commencing with the first anniversary of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Companygrant. Employee's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option vested Stock Options shall be exercisable following for a period of ten years from the date of issuance. Upon the termination of the Executive's employment with the Company for other than Cause Agreement, any unvested Stock Options shall lapse, except as defined otherwise provided in Section 12 hereof7 below, for a period of and Employee shall have ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's his employment with the Company for Cause as defined in Section 12 hereofCompany, for a period of forty-eight (48) hours from the date of such terminationany reason, to the extent the Option was exercisable as of the date of such termination. exercise any vested Stock Options (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal one year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) abovecase of termination by reason of death or disability of Employee). (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of GRANT OF OPTIONS. Effective on the date of this Agreement a nonqualified stock hereof, Employee shall be granted an option (the "Ongoing Option") to purchase 20,000 180,000 shares of Common Stock in accordance with a stock option agreement to be mutually agreed to, and executed by, Company and Employee prior to the Company's common Commencement Date, which stock (option agreement shall be in substantially the "Shares") at the market form thereof attached hereto as Exhibit A. The Option shall have an exercise price equal to $14 3/8 per share as and shall expire on the tenth anniversary of the close date hereof and shall vest and become exercisable, subject to accelerated vesting in the event of business a Change in Control (defined as provided below) of Company in installments, as follows: (i) options with respect to 30,000 shares of Common Stock shall vest and become exercisable on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares hereof and (ii) options with respect to which 50,000 shares of Common Stock shall vest and become exercisable on the Option may be exercised shall be cumulative so that if first anniversary of the full number of Shares shall not have been purchaseddate hereof, any such unpurchased Shares shall continue to be included in the number of Shares (iii) options with respect to which 50,000 shares of Common Stock shall vest and become exercisable on the second anniversary of the date hereof and (iv) options with respect to 50,000 shares of Common Stock shall vest and become exercisable on the third anniversary of the date hereof. In the event of a Change in Control of Company, the Option shall then be vest and become exercisable along with any other Shares as to which the Option may become all shares then subject thereto that are not then vested and exercisable. The Option For purposes of this Agreement, "Change in Control" shall be exercisable following the termination of the Executive's employment with the Company for other than Cause deemed to have occurred if: (i) any Person (as defined in Section 12 hereof3(a)(9) under the Securities Exchange Act of 1934, for as amended (the "Exchange Act")), other than the Company, becomes the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act; provided, that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60 day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below) representing 50% or more of the combined voting power of the Company's, or such subsidiary's, as the case may be, then outstanding securities; (ii) during any period of ninety (90) days from two years, individuals who at the date beginning of such termination, to period constitute the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii), or (iv) of this Section 2(a)) whose election by the Board or nomination for Cause as defined in Section 12 hereof, for election by stockholders was approved by a period vote of fortyat least two-eight thirds (482/3) hours from the date of such termination, to the extent the Option was exercisable as of the date directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, but excluding for this purpose any such termination.new director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, association or other entity other than the Board, cease for any reason to constitute at least a majority of the Board of either or the Company or a Significant Subsidiary; (biii) The the consummation of a merger or consolidation of the Company shall further grant to Executive on each anniversary date or any subsidiary of this Agreement the Company owning directly or indirectly all or substantially all of the consolidated assets of the Company ( a nonqualified stock option (the "OptionSignificant Subsidiary") to purchase an additional 5,000 shares with any other entity, other than a merger or consolidation which would result in the voting securities of the Company's common stock Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent more than fifty percent (the "Shares"50%) at the market price per share as of the close of business on the immediately preceding August 31 or as combined voting power of the end surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the shareholders of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee Company approve a plan or agreement for the sale or disposition of fifty percent (50%) or more of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive consolidated assets of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by which case the Compensation Committee Board shall determine the effective date of the Company.Change of Control resulting therefrom; and (dv) All stock options granted to Executive prior to this Agreement remain any other event occurs which the Board determines, in effect consistent with their granted termsits discretion, would materially alter, the structure of the Company or its ownership. Notwithstanding the foregoing, the Options shall be forfeited by Employee if an Employment Presentment does not take place on or before April 3, 2000.

Stock Options. (a) 4.1 The Company hereby grants shall issue to the Executive as of the date of this Agreement a nonqualified stock option options (the "OptionOptions") to purchase 20,000 up to sixteen (16) shares of the Company's common stock Common Stock (the "“Option Shares"”) at the market an exercise price of $1.00 per share as for a term of the close of business on five (5) years from the date hereof, of which (i) Options to purchase four (4) shares of Common Stock shall vest on which this Agreement is executedsuch date as the Company has achieved annual revenues, which Option in any Employment Year, of $10,000,000; (ii) Options to purchase six (6) shares of Common Stock shall become exercisable so long vest on such date as Executive is an employee the Company has achieved annual revenues, in any Employment Year, of $15,000,000; and (iii) Options to purchase the Company. remaining six (6) shares of Common Stock shall vest on such date as the Company has achieved annual revenues in any Employment Year of $25,000,000. 4.2 The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares Options shall not be exercisable until such time as they have been purchasedvested in accordance with the terms herein. Notwithstanding the foregoing, any such unpurchased Shares shall continue to be included in the number event of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination (i) a Change of Control; (ii) the Executive's employment with is terminated by the Company Without Cause; and/or (iii) employment hereunder is terminated by the Executive for other than Cause as defined in Section 12 hereofGood Reason, the Options which have not previously vested, shall immediately vest and become exercisable upon such event. The Options shall provide for a period of ninety (90) days from cashless exercise and piggyback registration rights. If the Company at any time after the date hereof subdivides or combines (by any stock split, stock dividend, recapitalization, combination, reverse stock split or otherwise) its outstanding shares of such terminationCommon Stock, to the extent exercise price and the Option was exercisable as number of shares obtainable upon exercise of the date Options shall likewise be proportionately reduced or increased, as applicable. In the event of such termination. The Option shall be exercisable following the termination any recapitalization, merger, reorganization, reclassification, consolidation or sale of substantially all of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee assets of the Company, and Company remains a public companythe holders of the Company’s Common Stock are entitled to receive stock, securities or other assets with respect to or in exchange of the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by Company’s common Stock, then the Executive except shall have the right thereafter to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued receive, upon exercise of the options. The options shall be exercised Option, the same amount and payment made kind of stock, securities or other assets as he would have been entitled to received if he had, immediately prior to such recapitalization, merger, reorganization, reclassification, consolidation or sale, the Company in accordance with procedures provided by the Compensation Committee holder of the Companyshares of Common Stock underlying the Options. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment Concurrently with the Company for other than Cause as defined in Section 12 execution hereof, Cadiz shall grant to Shaheen, for a period of ninety five (905) days years from the date hereof (the "Option Date"), the right and option to purchase 400,000 theretofore authorized but unissued common shares of such terminationCadiz at the price of $4.50 per share, to which represents the extent market value of Cadiz's common stock upon the Option was exercisable as of the date of such terminationDate. The Option options so granted (the "Options") shall be issued under the Cadiz 1996 Stock Option Plan (the "Plan") and shall be subject to vesting, if at all, as follows: (i) VESTING - SIX MONTHS. 100,000 Options shall vest and shall be immediately exercisable by Shaheen six months following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationCommencement Date. (bii) The Company VESTING - ONE YEAR. 100,000 Options shall further grant to Executive vest, if at all, and shall be immediately exercisable by Shaheen, on each the first anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31Commencement Date, which Option shall become exercisable so long as Executive provided that Shaheen is then an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (diii) All stock options granted CONDITIONAL STOCK OPTIONS - 1996 EARNINGS. 50,000 Options shall vest, if at all, and shall be immediately exercisable by Shaheen, upon the certification by the independent outside auditors of the Company that the Company has achieved earnings before interest, taxes, depreciation and amortization (before extraordinary professional fees relating to Executive the reorganization of the Company and before any extraordinary gains from asset sales) (the "EBITDA Amount") for the year ended December 31, 1996 of $20,530,000 or more (prior to this Agreement remain the payment of any management fees by the Company to Cadiz). In the event of a change in effect consistent with their granted termsthe fiscal year end of the Company, suitable pro-rata adjustments shall be made to the foregoing EBITDA Amount. (iv) CONDITIONAL STOCK OPTIONS - 1997 EARNINGS. 50,000 Options shall vest, if at all, and shall be immediately exercisable by Shaheen, upon the certification by the independent outside auditors of the Company that the Company has achieved an EBITDA Amount for the year ended December 31, 1997 in an amount to be established by the agreement of Shaheen and the Chairman of the Company prior to the commencement of such year. (v) CONDITIONAL STOCK OPTIONS - BOARD DISCRETION. 100,000 Options shall vest, if at all, and shall be immediately exercisable by Shaheen, at the discretion of the Board of Directors of Cadiz, based upon the Board's good faith evaluation of the performance of the Company under Shaheen.

Stock Options. (a) The Company In addition to the basic salary provided for above, Employer hereby grants to Executive as of executive the date of this Agreement a nonqualified stock right, privilege and option (the "Stock Option") to purchase 20,000 five hundred thousand (500,000) shares of the Company's common stock (the stock, $.001 par value. The "Option Shares") at the market " are to be fully vested and become exercisable immediately. The exercise price per share as of the close of business on the date on which this Agreement is executed, which Option Shares shall become exercisable so long as Executive is an employee of the Companybe twenty cents ($.20) per share. The number of Shares with respect option rights granted hereby shall be cumulative. Upon becoming exercisable, the option rights shall be exercisable at any time and from time to which the Option time, in whole or in part; provided, however, that options may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other no longer than Cause as defined in Section 12 hereof, for a period of ninety five (905) days years from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the optionsAgreement. The options shall be exercised by written notice directed to Employer, accompanied by a check payable to Employer for the Option shares being purchased. Employer shall make immediate delivery of such purchased shares, fully paid and payment made to non-assessable, registered in the Company name of Executive. The certificates evidencing such shares shall bear the following restrictive legend, unless and until such shares have been registered in accordance with procedures provided the Securities and Exchange Act of 1933, as amended (the "Act"): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. Employer shall use its best efforts to register the Option Shares under the Act at the earlier of such time as it registers shares issuable pursuant to a qualified employee stock option plan or such time as it registers shares beneficially owned by the Compensation Committee or issued to either or all of the Companyfollowing individuals: If, and to the extent that the number of shares of common stock of Employer shall be increased or reduced by whatever action, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in stock, or the like, the number of shares subject to the Stock Option and the option price per share shall be proportionately adjusted. If Employer is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Stock Option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Executive additional benefits which he did not have under the old Stock Option, or deprive him of benefits which he had under the old Stock Option. Executive shall have no rights as a stockholder with respect to the Option Shares until exercise of the Stock Option and payment of the Option Price as herein provided. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants There shall be granted to Executive as of on the date of this Agreement a nonqualified stock Agreement, pursuant to action of the Compensation Committee of the Board, an option under the Company's 1997 Long-Term Incentive Plan (the "OptionLTIP") to purchase 20,000 875,000 shares of the Company's common stock (the "Shares") at the market an exercise price per share as equal to the average of the close closing prices of business the Company's common stock as quoted on the date New York Stock Exchange over the period of 20 trading days ending on which this Agreement is executed, which Option the grant date. Such option shall become exercisable so long as follows: (i) 1/3 on the first anniversary of the date of grant if Executive is employed by the Company on that anniversary date, (ii) an employee additional 1/3 on the second anniversary of the Company. The number date of Shares with respect to which grant if Executive is employed by the Option may be exercised shall be cumulative so Company on that if anniversary date, and (iii) the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in remaining 1/3 on the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination third anniversary of the date of grant if Executive's employment with has not terminated prior to the Company for other than Cause last day of the Term of this Agreement, provided, however, that the exercisability of such option shall be accelerated in the event of a Qualifying Termination as defined described in Section 12 hereof, 5(a)(iii) or in the event of an acquisition of Company Voting Securities by Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive) that would have been a "Change in Control" pursuant to Section 1(c)(ii) but for the exclusion set forth in Section 1(c)(ii)(E). Such option shall have a period term of ninety (90) days 10 years from the date of such terminationgrant, subject to earlier termination in the extent the Option was exercisable as event of termination of Executive's employment. The provisions of Executive's option dealing with termination of employment shall be those set forth in Sections. 1.5 through 1.8 of the date form of such termination. The Option shall be exercisable following option agreement attached hereto as Exhibit A. In addition, the termination Compensation Committee of the Executive's employment with Board shall follow the Company for Cause as defined recommendations of Executive in Section 12 hereof, for a period making grants under the Plan of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") options to purchase an 875,000 additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as to management employees of the close Company other than Executive during calendar years 2001 and 2002; provided, however, that Executive may in his sole discretion decide not to exercise his right to make such recommendations with respect to some or all of business these additional 875,000 shares. Such options to management shall have terms comparable to those applicable to the option to Executive described above (but based on the immediately preceding August 31 or as actual grant date of such options to management rather than the grant date of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveoption to Executive). (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants Subject to Executive as of the date execution and delivery of this Agreement a nonqualified stock option (by the "Option") Company and Executive, the Company's Board of Directors has granted to Executive options to purchase 20,000 132,810 shares of the Company's common stock Common Stock, par value $.01 per share ("Common Stock"), under the Company's 1985 Stock Option Plan (the "Shares1985 Plan") ), at the market an exercise price of $1.75 per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Companyshare. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not Such options have been purchased, any such unpurchased Shares shall continue to be included designated "Supplemental Stock Options" as defined in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option 1985 Plan, and shall be exercisable following (i) immediately upon the termination commencement of the Executive's employment with Employment Period as to 100,000 shares and (ii) on the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as first anniversary of the date of such termination. The Option shall be exercisable following the termination commencement of the Executive's employment with Employment Period as to 32,810 shares, in each case provided Executive is still employed by the Company for Cause as defined in Section 12 hereofon such date (subject, for a period of forty-eight (48) hours from the date of such terminationhowever, to the extent provisions of Paragraph 8(c) hereof). The option agreement evidencing such options shall contain such other terms and conditions consistent with the Option was exercisable 1985 Plan as the Board of Directors of the date of such terminationCompany or the officer signing the same shall approve. (b) The Company shall further grant Subject to Executive on each anniversary date the execution and delivery of this Agreement a nonqualified stock option by the Company and Executive, the Company's Board of Directors has granted to Executive (subject to the approval of stockholders of the Company referred to below) options to purchase 317,190 shares of Common Stock under the Company's 1989 Incentive and Non-Qualified Stock Option Plan (the "Option1989 Plan") at an exercise price equal to purchase an additional 5,000 shares $1.75 per share. Such options have been designated "nonqualified stock options" as defined by the Internal Revenue Code of the Company's common stock 1986, as amended (the "SharesCode") at the market price per share as ), and, subject to approval of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee 1989 Plan by stockholders of the Company, shall be exercisable (i) as to 67,190 shares on the first anniversary of the date of commencement of the Employment Period, (ii) as to 100,000 shares on the second anniversary of the date of commencement of the Employment Period, and Company remains a public company(iii) as to 150,000 shares on the third anniversary of the date of commencement of the Employment Period, in each case provided Executive is still employed by the manner described in Section 5(aCompany on such date (subject, however, to the provisions of Paragraph 8(c) abovehereof). The option agreement evidencing such options shall contain such other terms and conditions consistent with the 1989 Plan as the Board of Directors of the Company or the officer signing the same shall approve. (c) The grant of the options described referred to in (aParagraph 5(b) and (b) above are not transferable above, shall be subject to any third party approval of the 1989 Plan by stockholders of the Executive except Company at the next annual meeting of stockholders. The Company shall submit the 1989 Plan to a revocable living trust established by the Executive of which the Executive is a trustee stockholders at said meeting, and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise Board of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee Directors of the Company, subject to the exercise of its fiduciary duties, shall recommend that stockholders approve the 1989 Plan. (d) All stock Executive shall be eligible to receive such additional options granted to Executive prior to this Agreement remain as the Board of Directors of the Company shall determine in effect consistent with their granted terms.its sole discretion. 57

Stock Options. Executive shall be awarded BLSI stock options under the Company's 1998 Omnibus Stock Option Plan for an aggregate amount of 750,000 shares of common stock, said options to be exercisable in accordance with the following vesting schedule: (ai) The Company hereby grants Options to Executive as purchase 150,000 shares of common stock, at the current fair market value (on the date of employment) exercisable twelve (12) months following the Effective Date of this Agreement a nonqualified stock option Agreement; (the "Option"ii) Options to purchase 20,000 100,000 shares of the Company's common stock (the "Shares") stock, at the current fair market value (unless restricted to a $2 exercise price by the terms of one specific private placement currently in negotiation) exercisable eighteen (18) months following the Effective Date of this Agreement; (iii) Options to purchase 100,000 shares of common stock, at an exercise price of $3 per share as share, exercisable twenty-four (24) months following the Effective Date of this Agreement; (iv) Options to purchase 200,000 shares of common stock, at an exercise price of $4 per share, exercisable thirty (30) months following the close Effective Date of business on this Agreement; and (v) Options to purchase 200,000 shares of common stock, at an exercise price of $5 per share, exercisable thirty-six (36) months following the date on which Effective Date of this Agreement is executed, which Option Agreement. All unvested options shall become exercisable so long as Executive is an employee of the Company. The number of Shares expire coincident with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment for any reason. Provided, however, in the event Executive's employment hereunder is terminated within the first twelve (12) months following the Effective Date of this Agreement for reasons other than "Cause" as defined below, 150,000 of Executive's unvested options shall accelerate and become immediately exercisable, at fair market value, for a period of twenty-four (24) months from the date of termination. All additional vested options in accordance with the Company for other than Cause as defined in Section 12 hereof, Stock Option Plan shall remain exercisable for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company hereunder for Cause reasons other than "Cause" as defined in Section 12 hereof, below. In the event Executive's employment hereunder is terminated for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company "Cause," all options shall further grant to terminate immediately and Executive on each anniversary date of this Agreement a nonqualified stock shall forfeit any option (the "Option") rights he may have to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share stock. Except as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31expressly provided herein, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional all option shares will be issued upon exercise subject to the terms and conditions of the options. The options shall be exercised 1998 Omnibus Stock Option Plan governing the timing and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companyother requirements for their exercise. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Employee agrees with the Company hereby grants to Executive that, except as ------------- provided in the following provisions, he owns no shares of the date Company's capital stock and has no stock options or other rights to acquire any of this Agreement a nonqualified stock option (such shares, any prior ownership or entitlement of the "Option") Employee being embodied in the following provisions. Employee is hereby granted options to purchase 20,000 fifteen (15) shares of the Company's common stock (the "Shares") at an exercise price of $3,851.89 per share. Such options shall vest one-sixth each fiscal quarter at the market price per share as end of each of the close of business on first 6 quarterly periods after the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of first such terminationvesting on June 30, to 1997, and shall expire not later than the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each 10th anniversary date of this Agreement Agreement. Employee also has existing options (i.e., a nonqualified stock option (the "Option"prior award) to purchase an additional 5,000 acquire --- thirty (30) shares of the Company's common stock (the "Shares") at the market exercise price of $1.00 per share share, 15 of which options are already vested and 15 of which option will vest when he moves to California as aforesaid, and such 30 options have a term of 10 years and may be exercised at any time until their termination whether or not Employee ceases to be employed by the Company. All stock options of Employee shall otherwise be subject to customary anti-dilution adjustments and other provisions, including vesting upon a change of control, and, if and when practicable, registration of the close subject shares on Form S-8, as established for employee stock options generally , it being agreed, however, that with respect to the 15 above-mentioned options exercisable at $3,851.89 per share, if such options, or any of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31them, which Option shall become exercisable so long as Executive is an employee of vested in the future, and Employee ceases to be employed by the Company, and at a time when the Company remains a public companyhas not yet gone public, in then for purposes of the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are timing of any exercise of such options, but not transferable to any third party by the Executive except to a revocable living trust established by the Executive for purposes of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares vesting, Employee will be issued upon exercise treated as if he had left the employment of the options. The options shall be exercised and payment made to Company thirty days after the date the Company in accordance with procedures provided by the Compensation Committee of the Companygoes public. [Paragraphs 6 and 7 intentionally omitted. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.]

Stock Options. BioCryst hereby agrees that it will grant a stock option to the Employee on December 31 of each year during the term of this Agreement. beginning with the year 1997, to purchase at least 25,000 shares of Common Stock of BioCryst, par value $0.01 per share (the "Common Stock"), from the authorized and unissued stock or treasury stock of BioCryst, based on the performance of the Employee. The Board of Directors of BioCryst shall determine, in its sole discretion, based upon the performance of the Employee and the results of operations of BioCryst for the immediately preceding twelve (12) months, the number of shares which may be purchased pursuant to each such option, provided the number of shares shall not in any case be less than 25,000 In addition, BioCryst shall also grant to the Employee an option to purchase 100,000 shares of BioCryst Common Stock upon the occurrence of each of the following: (a) submission by BioCryst to the Food and Drug Administration (the "FDA") of any new drug application; (b) final approval of each such new drug application by the FDA. The Company hereby grants exercise price per share for each share of BioCryst Common Stock subject to Executive each such option shall be the fair market value thereof on the date such additional option is granted. The parties intend for the options granted pursuant to this Agreement (the "Options") to qualify as "incentive stock options," as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended ("Section 422"). The parties understand that the portion of any Option, together with the portion of any other incentive stock option granted by BioCryst and its parent and subsidiary corporations, if any, which may become exercisable in any year in excess of an aggregate of $100,000 fair market value, determined as of the date of this Agreement a nonqualified such Option or other option, as the case may be, was granted, may not be treated as an incentive stock option under Section 422. The Options may be exercised and the Common Stock may be purchased by the Employee as a result of such exercise only within the periods and to the extent hereinafter set forth: (c) Each Option shall be 25% exercisable one year after the "Option"date it was granted, and the remaining seventy-five percent (75%) to purchase 20,000 shares of the Company's common stock (the "Shares") shall vest and become exercisable at the market price rate of 1/48th per share as of month, commencing with the close of business on thirteenth (13th) month after the date on which this Agreement is executedsuch Option was granted, which and continuing to vest for the succeeding months until fully vested and exercisable. Notwithstanding the foregoing, in the event of a Change in Control or Structure, as defined below, or as set forth in subparagraphs (d) or (e) below, the entire amount of each Option shall become exercisable so long immediately exercisable. (d) If the Employee suffers a period of permanent disability, as Executive is an employee defined in paragraph 4(b) below, the entire amount of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if at any time after termination for such disability and before the full number earlier of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of fortytwenty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.four

Stock Options. (a) The Company BioCryst hereby grants agrees that it will grant a stock option to Executive as the Employee on or before December 31 of each year during the term of this Agreement, beginning with the year 2004, to purchase at least 25,000 shares of Common Stock of BioCryst, par value $0.01 per share (the “Common Stock”), from the authorized and unissued stock or treasury stock of BioCryst, based on the performance of the date Employee. The Board of this Agreement a nonqualified stock option (Directors of BioCryst shall determine, in its sole discretion, based upon the "Option") to purchase 20,000 shares performance of the Company's common stock Employee and the results of operations of BioCryst for the immediately preceding twelve (the "Shares"12) at the market price per share as of the close of business on the date on which this Agreement is executedmonths, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect shares which may be purchased pursuant to which each such option, provided the Option number of shares shall then not in any case be exercisable along with any other Shares as less than 25,000. In addition, BioCryst shall also grant to which the Option may become exercisable. The Option shall be exercisable following Employee an option to purchase 100,000 shares of BioCryst Common Stock upon the termination occurrence of each of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety following: (90i) days from the date of such termination, submission by BioCryst to the extent United States Food and Drug Administration (the Option was exercisable as “FDA”) of the date any new drug application; (ii) submission by any licensee of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, BioCryst to the extent FDA of any new drug application utilizing a product or process licensed by the Option was exercisable as licensee from BioCryst; (iii) final approval of each such new drug application of either BioCryst or such licensee by the date of such terminationFDA. (b) The Company shall further grant parties intend for the options granted pursuant to Executive on each anniversary date of this Agreement a nonqualified (the “Options”) to qualify as ”incentive stock options,” as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (“Section 422”). The parties understand that the portion of any Option, together with the portion of any other incentive stock option (the "Option") to purchase granted by BioCryst and its parent and subsidiary corporations, if any, which may become exercisable in any year in excess of an additional 5,000 shares aggregate of the Company's common stock (the "Shares") at the $100,000 fair market price per share value, determined as of the close date such Option or other option, as the case may be, was granted, may not be treated as an incentive stock option under Section 422. The Options may be exercised and the Common Stock may be purchased by the Employee as a result of business on such exercise only within the immediately preceding August 31 or as of periods and to the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveextent hereinafter set forth. (c) The options described in (a) and (b) above are not transferable to any third party by Each Option shall be 25% exercisable one year after the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee date it was granted, and the primary beneficiaryremaining seventy-five percent (75%) shall vest and become exercisable at the rate of 1/48th per month, commencing with the thirteenth (13th) month after the date such Option was granted, and continuing to vest for the succeeding months until fully vested and exercisable. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise Notwithstanding the foregoing, in the event of a Change in Control or Structure, as defined below, or as set forth in subparagraphs (d) or (e) below, the options. The options entire amount of each Option shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companybecome immediately exercisable. (d) All stock options granted If the Employee suffers a period of permanent disability, as defined in paragraph 4(b) below, the entire amount of each Option may be exercised at any time after termination for such disability and before the earlier of twenty-four (24) months or the expiration date of the Option. (e) In the event of the death of the Employee, the executor or administrator of the estate of the Employee, or other reliable transferee, shall have the right to Executive prior exercise each Option, in its entirety, within the earlier of twenty-four (24) months after the Employee’s death or before the original expiration of the Option. Except as provided in this subparagraph (e), the Employee shall not have the right to transfer any Option. 25 (f) Subject to paragraphs 3(c), (d), and (e) above, each Option may, in the Employee’s sole discretion, be exercised in full at one time as to the total number of shares of Common Stock then exercisable, or in part from time to time as to a specific number of shares of Common Stock then exercisable. A partial exercise of an Option will not affect the exercisability of the remainder of the Option. (g) In no event shall the period for exercising an Option exceed ten (10) years from the date such Option is granted. (h) For purposes of this Agreement remain in effect consistent with their granted terms.Agreement, the term “Change of Control or Structure” shall mean:

Stock Options. (a) The Company hereby grants to has granted the Executive as of the date of this Agreement a nonqualified stock option options (the "OptionOptions") to purchase 20,000 shares of the Company's common stock stock, par value $.01 per share (the "SharesStock") according to the following terms and conditions: The Company has granted as of July 1, 1996 ("Date of Executive's Employment"), Options to purchase 103,315 shares of Stock, at the market price a per share as price of $0.49 which represented the fair market value of the close Stock on such date. These Options are "incentive stock options" within the meaning of business on Section 422 of the date on which this Agreement is executedInternal Revenue Code of 1986, which as amended (the "Code") to the extent possible under applicable law. To the extent that such Options do not qualify as "incentive stock options," they shall be considered to be "non-qualified stock options." Such Options were granted under and subject in all respects to the terms of the U.S. PHYSICIANS, Inc. 1995 Stock Option Plan (the "Stock Option Plan") and the Grant Letter executed by the Company and delivered to Executive (the "Grant Letter"), and provide that one-third of the shares subject to such Option shall become exercisable so long as Executive is an employee upon each of the Company. The number first three anniversaries of Shares with respect to which the Option may be exercised Date of Executive's Employment (provided that no fractional shares shall be cumulative so that if the full number of Shares shall not have been purchasedpaid out at any time), any such unpurchased Shares shall continue to be included and except in the number event of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the earlier termination of employment as described in the Executive's employment with Stock Option Plan or the Company for other than Cause Grant Letter, or as defined otherwise provided in Section 12 hereofthis Agreement, for a period of ninety (90) days the option shall remain exercisable until ten years from the date of such terminationgrant. Upon any consolidation, to merger or the extent the Option was exercisable as sale or transfer of substantially all of the date of such termination. The Option shall be exercisable following the termination assets of the Executive's employment with Company to another corporation in which the Company for Cause as defined in Section 12 hereofis not the surviving entity, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except shall have the right to a revocable living trust established by exercise in full installments of Stock Options not previously exercised (whether or not the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only right to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companysuch Stock Options has accrued). (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants Each employee stock option to Executive as purchase Old Shares granted under any employee stock option or compensation plan or arrangement of the date of this Agreement a nonqualified stock option Company outstanding immediately prior to the Effective Time (the an "Option") to purchase 20,000 shares shall remain outstanding upon and following consummation of the Company's common stock Recapitalization, and each such Option, whether or not then vested or exercisable immediately prior to the Effective Time, shall (i) if provided by the "Shares"terms thereof (or if accelerated in accordance with the relevant plan) become fully vested and exercisable at the market Effective Time and (ii) after the Effective Time represent the right to receive, until the expiration thereof and in accordance with its terms, in exchange for the aggregate exercise price per share as of for such Option, without interest, the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares Recapitalization Consideration with respect to which each Old Share that such holder would have been entitled to receive had such holder exercised such Option in full immediately prior to the Effective Time. The Recapitalization Consideration issuable upon exercise of an Option may be exercised shall be cumulative so issued in the same proportion as holders of Old Shares would be entitled to receive their Recapitalization Consideration, but for fractional interests, among cash and New Shares and, if applicable, principal amount of Series A and Series B Debentures and Depositary Shares representing interests in the $25 liquidation preference of Public Preferred Stock, except that (i) if the full number Underwriting Alternative has not been consummated for any reason at of Shares shall not have been purchased, any such unpurchased Shares shall continue prior to be included in the number of Shares Effective Time with respect to which the Option shall then be exercisable along with any other Depositary Shares, the Series A Debentures or the Series B Debentures, as the case may be, the total amount of each of Series A and Series B Debentures and Depositary Shares as to which representing interests in the Option may become exercisable. The Option shall be exercisable following the termination $25 liquidation preference of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, Public Preferred Stock to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options each such Option shall be exercised and payment made rounded upwards to the nearest integral multiple of $100, $100 and $25, respectively (collectively, the "Option Adjustment"), and the amount of cash payable shall be reduced by a corresponding amount so that the holder does not receive fractional Depositary Shares, fractional Series A Debentures or fractional Series B Debentures (provided, however, if upon exercise of an Option the amount of cash to be received is less than the Option Adjustment, the total amount of each of Series A and Series B Debentures and Depositary Shares representing interests in the $25 liquidation preference of Public Preferred Stock shall be rounded downwards to the nearest integral multiple of $100, $100 and $25, respectively, and the amount of cash payable shall be increased by a corresponding amount so that the holder does not receive fractional Depositary Shares, fractional Series A Debentures or fractional Series B Debentures) and (ii) whether or not the Underwriting Alternative has been consummated at or prior to the Effective Time the total amount of New Shares issuable to each Option holder in respect of all Options held by such holder shall be rounded upwards to the nearest whole New Share. Except as specifically provided in this Section 1.7, the Company in accordance with procedures provided by shall not make any other adjustments to the Compensation Committee terms of the CompanyOptions as a result of the issuance of the ESOP Preferred Stocks or the terms of the ESOP Preferred Stocks (including, without limitation, the dividend and conversion rights thereof). (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) 4.3.1. The Company hereby grants shall grant to Executive as of the date of this Agreement a nonqualified stock option Executive, pursuant to the 1996 Stock Plan (the "OptionPlan") ), options to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as Common Stock of the close Company at an exercise price of business on $.10 per share. The number of such options shall be determined by the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee Board of Directors of the Company. The number options granted to the Executive as contemplated hereby will become exercisable according to the following schedule: 25% on the first anniversary of Shares with respect the date hereof; and 12.5% on each subsequent semi-annual date, up to which and including the Option fourth year anniversary of the date hereof. 4.3.2. Prior to issuing any shares or options to the Executive, the Company may require that the Executive provide such representations regarding the Executive's sophistication and investment intent and other matters as the Company may reasonably request. None of the Company's securities will be exercised shall registered under applicable securities laws for the indefinite future and there will be cumulative so that if substantial restrictions on resale imposed by the full number of Shares shall not have been purchasedCompany's corporate charter, the Stockholders' Agreement, and applicable law. (a) Upon any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with or after expiration of this Agreement, the Company for other than Cause may, but shall have no obligation to, repurchase at a price equal to the Fair Market Value (as defined in and determined pursuant to the Plan) up to all of the shares issued or issuable by the Company to the Executive upon his exercise of any vested options granted to the Executive pursuant to Section 12 hereof, for a period of ninety (90) days from 4.3.1. or granted by the Company to the Executive after the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant exercise any repurchase election pursuant to subsection (a) by notice to the Executive on each anniversary date within 90 days of termination of the Executive's employment. Notwithstanding anything to the contrary contained herein, the repurchase right of the Company set forth in this Agreement Section 4.3.3 shall terminate upon the completion of a nonqualified stock option (the "Option") to purchase an additional 5,000 shares firm commitment underwritten initial public offering of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveCommon Stock. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants Employer shall grant to Executive Employee as of the date of this Agreement June 20, 2003 a nonqualified stock option under the Plan to purchase 750,000 shares of Employer's common stock at a price of $2.47 per share (the "New Option"), which shall have a term of ten years, shall vest as to 1/3rd of the shares covered thereby on June 20, 2004 and shall vest as to the remaining 2/3rds of such shares in monthly installments of 1/24th each on the 20th day of each month thereafter, commencing on July 20, 2004, so that the New Option shall be fully vested as to all of the shares covered thereby on June 20, 2006, provided that Employee shall remain in the continuous employ of Employer through each such vesting date, and shall have such other terms and conditions as are set forth in Employer's Nonqualified Option Agreement evidencing the New Option. Employee recognizes that the Plan currently limits to 500,000 the aggregate number of shares covered by options that may be granted to Employee in any calendar year and that the New Option, when aggregated with the stock option granted to Employee as referred to in Section 1 of this Agreement, exceed this Plan limitation. In this respect, Employer shall amend the Plan, and hereby undertakes at the 2003 annual meeting of its shareholders to seek approval of its shareholder of such amendment to the Plan, to increase to at least 1,000,000 the number of shares of Employer's common stock covered by options that may be granted to any optionee in any calendar year. In the event, however, that Employer's shareholders fail to approve such amendment to the Plan at the 2003 annual meeting of shareholders, or such amendment is not otherwise approved by no later than December 31, 2003, (i) by its terms the New Option shall thereupon be modified (the "Modified New Option") to reduce the number of shares covered thereby from 750,000 to 250,000 and (ii) Employer shall grant to Employee on January 2, 2004, a new nonqualified option under the Plan to purchase 20,000 500,000 shares of the CompanyEmployer's common stock at an exercise price equal to the "Fair Market Value" (as defined in the Plan) on January 2, 2004 (the "Shares2004 Option") at ), which shall vest in accordance with the market vesting provisions and otherwise shall have the same terms and conditions as the Modified New Option. (The exercise price per share as of the close of business on the date on which this Agreement is executed, which Modified New Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90will remain unchanged at $2.47 per share.) days from the date of such terminationIn addition, to the extent the Option was exercisable as exercise price of the date of such termination. The 2004 Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereofexceeds $2.47 per share, for a period of forty-eight (48) hours from the date of such terminationEmployer also shall, to the extent permissible under the Option was exercisable Plan and applicable Nasdaq governance standards, grant to Employee as of December 31, 2003 and/or January 2, 2004 performance units or other awards under the date Plan which, in combination with the Modified Option and the 2004 Option, afford Employee aggregate economic benefits equivalent to those that would have been afforded Employee under the New Option had it not been modified as aforesaid. If necessary because of such termination. (b) The Company applicable Plan or Nasdaq governance standards limitations, Employer shall make a further grant or award to Executive Employee on each anniversary date January 2, 2004 of a promissory note or other instrument of Employer payable in cash only so as to accomplish this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 objective. Employer and Employee understand and agree that such performance units and awards shall be payable solely in shares of Employer common stock. Employer and Employee further understand and agree that such performance units and awards, and any such promissory note or other instrument, shall vest and become exercisable and/or payable ratably only in conjunction with the Company's common stock (the "Shares") at the market price per share as future exercise by Employee of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiaryModified New Option. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options Employee also shall be exercised eligible for future grants of stock options and payment made to the Company other equity awards based on Employer stock in accordance with procedures provided by the Compensation Committee of the CompanyEmployer's practices and policies with respect to its senior executives. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants shall grant to Executive Executive, effective as of the date of this Agreement a nonqualified stock option (Commencement Date, the "Option") following options to purchase 20,000 acquire shares of the Company's common stock stock: (i) 90,910 shares with an exercise price equal to the "Shares") at the fair market price per share as value of the close of business Company's common stock on the date on which this Agreement is executedof grant, which Option option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which one-half of such shares six (6) months following the Option may be exercised shall be cumulative so that if the full number date of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares this Agreement and with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date remainder of such termination, to shares on the extent the Option was exercisable as first anniversary of the date of such termination. The Option this Agreement; and (ii) 91,667 shares with an exercise price of $12.00 per share, which option shall be become exercisable following on the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as second anniversary of the date of such terminationthis Agreement; and (iii) 93,334 shares with an exercise price of $15.00 per share, which option shall become exercisable on the third anniversary of the date of this Agreement. Those options granted to Executive under subclauses (i) and (ii) above are hereinafter referred to as the "Initial Non-qualified Options" and the options granted to Executive under subclause (iii) above are sometimes hereinafter referred to as the "Remaining Non-qualified Options." The Initial Non-Qualified Options shall be granted to Executive pursuant to the Company's Amended and Restated 1992 Incentive Plan (the "Existing Plan") The terms and conditions governing the Initial Non-Qualified Options shall be as set forth in the form of the Stock Option Agreement attached hereto as Exhibit A and made a part hereof. The Remaining Non-Qualified Options shall be granted to Executive pursuant to that certain Rare Hospitality International, Inc. 1997 Long-Term Incentive Plan (the "1997 Plan"). The terms and conditions governing the Remaining Non-Qualified Options shall be as set forth in the form of the Stock Option Agreement attached hereto as Exhibit B and made a part hereof. (b) The Company shall further grant to Executive on each anniversary date Executive, effective as of this Agreement a nonqualified the Commencement Date, the following incentive stock option options to acquire shares of the company's common stock; (i) 9,090 shares with an exercise price equal to the "Option") to purchase an additional 5,000 shares fair market value of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as date of the end of the fiscal year if not August 31grant, which Option option shall become exercisable so long as Executive is with respect to one-half of such shares six (6) months following the date of this Agreement and with respect to the remainder of such shares on the first anniversary of the date of this Agreement; and (ii) 8,333 shares with an employee exercise price equal to the fair market value of the Company's common stock on the date of grant,, which option shall become exercisable with respect to all of such shares on the second anniversary of the date of this Agreement; and (iii) 6,666 shares with an exercise price equal to the fair market value of the Company's common stock on the date of grant, which option shall become exercisable with respect to all of such shares on the third anniversary of the date of this Agreement. The options described in this Section 2.3(d) shall be granted to Executive pursuant to the Existing Plan. The terms and Company remains a public company, conditions governing such options shall be as set forth in the manner described in Section 5(a) aboveform of the Stock Option Agreement attached hereto as Exhibit C and made a part hereof. (c) The options described in (aSections 2.3(a) and (b) above are not transferable sometimes hereinafter collectively referred to any third party as the "Options." The Company represents and warrants to Executive that (i) during the Employment Term, Executive shall be within the category of persons for which awards may be granted under the Existing Plan and the 1997 Plan; (ii) the Existing Plan has been approved by the Company's Board of Directors and shareholders and all Options granted to Executive except to a revocable living trust established under the Existing Plan are and shall remain in full force and effect as the legally binding obligation of the Company throughout the Employment Term, (iii) the 1997 Plan has been approved by the Company's Board of Directors and all Options granted to Executive under the 1997 Plan are and shall remain in full force and effect as the legally binding obligation of the Company throughout the Employment Term, (iv) the Company shall submit the 1997 Plan to the Company's shareholders and shall use its best efforts to cause the 1997 Plan to be approved by said shareholders, (v) the Company shall cause this Agreement, the grant to Executive of which the Options, and Exhibits A, B and C to each be duly and properly approved by all officers and members of the Board of Directors (including all compensation or other committees thereof) of the Company so as to cause the same to be and remain in full force and effect as the legally binding obligation of the Company throughout the Employment Term, and (vi) the Company shall cause all shares of stock in the Company acquired by Executive is a trustee and through the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of any one or more of the options. The options shall Options to be exercised registered and payment made to the Company in accordance with procedures provided freely tradable, whether by the Compensation Committee means of the Company's filing of all necessary S-8 registrations or otherwise, by Executive from and after the date Executive exercises any one or more of the Options; subject to restriction on sale or transfer of such shares under applicable securities laws by virtue of Executive's position with the Company or ownership of the Company's securities. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. The Company and the Executive do hereby agree that the Company shall issue stock options to the Executive under the Company's 1999 Stock Option, Deferred Stock and Restricted Stock Plan (the "Plan"), in accordance with the provisions of this Section 4 and the Plan. (a) The Company Executive is hereby grants to Executive as of the date of this Agreement a nonqualified stock option granted options (the "OptionOptions") to purchase 20,000 an aggregate of one million two hundred thousand (1,200,000) shares (the "Option Shares") of the common stock, no par value, of the Company (the "Common Stock"), all upon the terms and conditions set forth in this Section 4. (b) The exercise price of the Options to purchase all 1,200,000 Option Shares shall be eighty-one cents ($.81) per Option Share (the "Exercise Price"); such price being the closing price of the Company's common stock Common Stock, as traded on the Nasdaq Stock Exchange, Inc. ("Nasdaq") on the date of execution of this Agreement. (c) Options to purchase an aggregate of 400,000 Option Shares shall vest immediately as of the Effective Date of this Agreement (the "SharesVested Options") at the market price per share as ). Once any of the close of business on the date on which this Agreement is executed, which Options becomes a Vested Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option it may be exercised shall be cumulative so that if by the full number holder at any time or from time to time, in whole or in part, prior to the expiration of Shares shall not have been purchased, any the term of such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Vested Option. Each Vested Option shall then be exercisable along with any other Shares as to which (i) have a term of five (5) years from the date such Option may become exercisable. The Option becomes a Vested Option, (ii) shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a(iii) above. (c) The shall contain such other terms and conditions that are consistent with options described in (a) and (b) above are not transferable to any third party previously granted by the Executive except Company to a revocable living trust established by other senior executives under the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the CompanyPlan. (d) All stock options granted Subject to Executive prior earlier vesting upon the occurrence of any one of the "Early Vesting Events" (hereinafter defined), Options to purchase the remaining 800,000 Option Shares (the "Unvested Options") shall vest, as follows: -------------------------------------------------------------------------------- Number of Options Vesting Date of Vesting ------------------------- --------------- -------------------------------------------------------------------------------- 400,000 February 12, 2002 -------------------------------------------------------------------------------- 400,000 February 12, 2003 -------------------------------------------------------------------------------- Once an Unvested Option shall vest, it shall be deemed to be a Vested Option for all purposes of this Agreement remain and the Registration Rights Agreement (as hereinafter defined). (e) Notwithstanding the foregoing vesting schedule, upon the occurrence of the earliest to occur of: (i) a valid termination of this Agreement by the Executive pursuant to the provisions of Section 2(b)(ii) above, (ii) a "Change in effect consistent with their granted termsControl" (as hereinafter defined), or (iii) the consummation of a "Significant Transaction," as hereinafter defined (each a "Early Vesting Event"), all Unvested Options shall immediately become Vested Options upon consummation of any such Early Vesting Event.

Stock Options. Pursuant to the Parent’s 1999 Omnibus Stock Option and Restricted Stock Incentive Plan (athe “Plan”), substantially in the form attached hereto as Exhibit A the Parent has granted to the Executive the following options to purchase shares of the Parent’s Ordinary Shares: On August 15, 1999, the Executive was granted the option to purchase 500,000 of the Parent’s Ordinary Shares at an exercise price of $.23 per share; on November 30, 1999, the Executive was granted the option to purchase 150,000 of the Parent’s Ordinary Shares at an exercise price of $.75 per share; on January 1, 2000, the Executive was granted the option to purchase 350,000 of the Parent’s Ordinary Shares at an exercise price of $2.00 per share; and on January 1, 2001, the Executive was granted the option to purchase 500,000 of the Parent’s Ordinary Shares at an exercise price of $2.00 per share. The exercise price of all options issued at an exercise price in excess of $1.25 has since been reduced to $1.25 pursuant to a resolution of the Board of Directors of the Parent. The foregoing Options (collectively, the “Option”) The Company hereby grants to Executive as of began vesting over a four-year period with monthly vesting, measured from the date of this Agreement a nonqualified stock option each such grant (provided, however, that any Options that would otherwise vest during the "Option") to purchase 20,000 shares Executive’s first twelve months of employment would vest, instead, upon the completion of the Company's common stock first twelve months of Employment). Upon the occurrence of a Merger/Sale (the "Shares") at the market price per share as defined in section 13.2 of the close of business on the date on which this Agreement is executedPlan), which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect all unvested shares subject to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then thereupon become immediately exercisable. In addition, if Executive’s employment is terminated pursuant to Section 5(c) or 5(d), all unvested shares subject to the Option shall be exercisable along with any other Shares as deemed to have become immediately exercisable. Irrespective of the manner in which the Option may become exercisableExecutive’s employment terminates (provided that it is not for cause), the Executive shall be afforded a period of not less than one year in which to exercise any vested Options, except that in the event of termination pursuant to Section 5(b), the Executive shall be afforded a period of two years in which to exercise any vested Options. The Option shall be exercisable following evidenced by a Stock Option Agreement consistent with the termination terms of the Executive's employment with Plan and the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) terms set forth above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. On the first day of the Term, the Company shall award to the Executive options to purchase 2,400,000 Paired Shares (athe "Options") subject to the Award Agreement which shall include the following provisions: (i) The Option exercise price with respect to 600,000 Paired Shares (Option A) shall be equal to one and one-half times the Benchmark Share Price. Option A shall become exercisable in 25% increments on each anniversary of the grant date (an "A-Annual Tranche") so that Option A is fully exercisable on the fourth anniversary of the grant; provided, however, at the first such time as the 30- Day Closing Price exceeds the exercise price for Option A, the Paired Shares subject to Option A shall accelerate and become exercisable as to 20% of the original number of Paired Shares in any A-Annual Tranche not yet fully exercisable; furthermore, at the first such time as the 30-Day Closing Price equals or exceeds three times the Benchmark Share Price, the Paired Shares subject to Option A shall accelerate and become exercisable as to an additional 20% of the original number of Paired Shares in any A-Annual Tranche not yet fully exercisable. (ii) The Option exercise price with respect to 600,000 Paired Shares (Option B) shall be equal to two times the Benchmark Share Price. Option B shall become exercisable in 25% increments on each anniversary of the grant date (a "B-Annual Tranche") so that Option B is fully exercisable on the fourth anniversary of the grant; provided, however, at the first such time as the 30-Day Closing Price exceeds the exercise price for Option B, the Paired Shares subject to Option B shall accelerate and become exercisable as to 20% of the original number of Paired Shares in any B-Annual Tranche not yet fully exercisable; furthermore, at the first such time as the 30-Day Closing Price equals or exceeds three times the Benchmark Share Price, the Paired Shares subject to Option B shall accelerate and become exercisable as to an additional 20% of the original number of Paired Shares in any B-Annual Tranche not yet fully exercisable. (iii) The Option exercise price with respect to 1,200,000 Paired Shares (Option C) shall be equal to two and one-half times the Benchmark Share Price. Option C shall become exercisable in 25% increments on each anniversary of the grant date (the "Annual Tranche") so that Option C is fully exercisable on the fourth anniversary of the grant; provided, however, at the first such time as the 30-Day Closing Price exceeds the exercise price for Option C, the Paired Shares subject to Option C shall accelerate and become exercisable as to 20% of the original number of Paired Shares in any C-Annual Tranche not yet fully exercisable; furthermore, at the first such time as the 30-Day Closing Price equals or exceeds three times the Benchmark Share Price, the Paired Shares subject to Option C shall accelerate and become exercisable as to an additional 20% of the original number of Paired Shares in any C-Annual Tranche not yet fully exercisable. (iv) Upon the consummation of a Change in Control, as defined herein: (1) (A) if the Company hereby grants is the surviving entity and remains a public company, the Options shall remain in effect; and (B) if the Company is not the surviving entity and the common stock of the surviving entity is publicly traded, the surviving entity shall issue to the Executive replacement options for at least the number of shares of common stock of the surviving entity worth, as of the date of this Agreement a nonqualified stock option the Change of Control, the amount that Executive's unexercised Paired Shares subject to each Option were worth immediately prior to the Change of Control (based on the "Option") to purchase 20,000 shares public market price paid by the acquiring company per share), which replacement options shall vest proportionally at least as soon as the unvested portion of each of Option A, B and C would have vested had there been no Change in Control. The exercise price of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised replacement options shall be cumulative so that if determined by multiplying the full number exercise price of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in each Option by the ratio of the number of unexercised Paired Shares with subject to each Option divided by the number of shares subject to the replacement options issued to the Executive by the surviving company in respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisableof each Option. The Option shall be exercisable following the termination In either event, 20% of the Executive's employment with the Company for other than Cause as defined original number of Paired Shares subject to each Option in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was any Annual Tranche which had not become fully exercisable as of the date of such termination. The Option the Change in Control shall be accelerate and become exercisable following and the termination consideration realized by the shareholders of the Executive's employment with the Company for Cause each Paired Share shall be deemed to be the 30-Day Closing Price for purposes of this Section 3.4; (2) if the Options do not continue after a Change in Control or the successor entity does not provide substitute options as defined in Section 12 hereofprovided above, for a period then the portion of forty-eight (48) hours from the date each of such terminationOption A, B and C that is not then exercisable shall become fully vested and exercisable immediately prior to the extent the Option was exercisable as consummation of the date of such terminationChange in Control. (bv) The Company Options shall further grant to Executive on each anniversary date have a term of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above10 years. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of On or about the date of this Agreement Agreement, the Board shall grant Clement an aggregate of 324,000 non-qualified stock options (t▇▇ "▇▇▇▇▇▇▇") on the following terms and as more particularly set forth in a nonqualified stock option agreement (the "OptionOPTION AGREEMENT") to purchase 20,000 shares be entered into between the Parties: (i) the price at which the Options may be exercised is U.S.$0.70 per share; (ii) the term of the Company's common stock Options shall be for three (3) years and shall expire three (3) years from the date of grant (the "SharesEXPIRY DATE"); (iii) the Options shall vest over a three (3) year period at the rate of 9,000 Options per month; (iv) any portion of the Options that have vested and have not been exercised in a particular month shall accrue to the benefit of Clement (the "ACCRUED OPTIONS") at and in co▇▇▇▇▇▇▇n therewith, Clement shall have the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect right to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, exercise ▇▇▇ ▇▇▇rued Options for a period of ninety (90) days from the date of such termination, to the extent time as may be set out in the Option was exercisable as Plan referred to in (viii) hereunder or in accordance with securities laws governing Xtra, but in no event shall the Accrued Options be exercised later than the earlier of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) the Expiry Date; and (b) above are not transferable to any the exercise date contemplated in subparagraphs (v), (vi) and (vii) hereunder; (v) in the event of (i) a takeover of Xtra whether by a unrelated third party of Xtra or by a control block of its stockholders; or (ii) a sale of more than 51% of its assets, all Options granted to Clement shall vest in which event Clement ▇▇▇▇ ▇ave the Executive except right to a revocable living trust established by exercise s▇▇▇ ▇▇▇ions within 90 days following the Executive completion of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companysuch takeover or sale. (dvi) in the event that Clement is terminated by Xtra, without ca▇▇▇, ▇▇en in such event Xtra agrees that Clement shall retain 100% of the Accrued Options and 50% of the unvested Options (the "UNVESTED OPTIONS"); provided, however that the Options referred to in this subparagraph must be exercised no later than 90 days following such termination, failing which these Options will be cancelled; (vii) in the event that Clement is terminated by Xtra, with cause, ▇▇▇▇ in such event Xtra agrees that Clement shall retain 100% of the vested b▇▇ ▇▇▇▇ercised Options (the "VESTED OPTIONS"); provided, however that the Vested Options must be exercised no later than 90 days following such termination, failing which such Vested Options will be cancelled. All stock options granted unvested Options will be cancelled immediately upon termination, with cause; (viii) Xtra implemented and adopted a 2005 equity compensation plan (the "OPTION PLAN") which implementation and adoption was been approved in writing by the Board in June 2005; and (ix) the Options shall at all times be subject to Executive prior to this the terms of the Option Agreement remain in effect consistent with their granted termsand the Option Plan. For purposes of clarity of subparagraph 2 (vi) and (vii), Clement shall mean and include the VPE.

Stock Options. (a) The As additional compensation, the Broker shall have the option to purchase and the Company hereby grants shall sell to Executive as the Broker common stock of the date Company with the number of this Agreement shares subject to the Broker's option hereunder based on the aggregate gross sales for which the Broker is entitled to a nonqualified stock commission hereunder in accordance with the following scale: (i) Four percent (4%) of the first two million dollars ($2,000,000) of gross sales for which the Broker is entitled to a commission hereunder ("Gross Sales"), or 80,000 shares; (ii) Three percent (3%) of the next two million dollars ($2,000,000) of Gross Sales, or 60,000 shares; and (iii) Two percent (2%) of the next sixteen million dollars ($16,000,000) of Gross Sales, or 320,000 shares. Except as otherwise provided below, the maximum number of shares which may be purchased by the Broker hereunder is 460,000 shares and the purchase price is $1.50 per share. The Broker shall be entitled to exercise his option to purchase some or all of the shares to which he is entitled hereunder for a sixty (60) day period following February 1 of each year (the "OptionAnniversary Date") provided that the Broker shall be entitled to purchase 20,000 shares to which he is entitled hereunder any time during a six (6) month period following termination or expiration of this Agreement. If the Company's common stock Broker becomes entitled to purchase shares following the termination or expiration of this Agreement, the Broker shall have a sixty (60) day period from being notified by the "Shares") at the market price per share as Company of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Companyhis right to purchase shares hereunder to exercise his option. The number Company shall inform the Broker each month of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect shares which are subject to which the Option options set forth hereunder. Notwithstanding anything to the contrary herein, the Broker shall then not be exercisable along with any other Shares as entitled to which exercise his option hereunder until the Option may become exercisableGross Sales is equal to or exceeds $500,000. The Option failure by the Broker to exercise his option at any Anniversary Date shall not affect the Broker's right to subsequently exercise his options. In the event of a stock split or a reverse stock split, the Broker will be eligible to an equitable adjustment in the class and number of shares and the purchase price to take into consideration such additional issuance. In addition, if the Company is a party to a merger and is not the survivor, the Company shall provide that the Broker shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") eligible to purchase an additional 5,000 such number and types of shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of equitable under the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Companycircumstances. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The In anticipation of entering into this Agreement, and as an inducement to the Executive to do so, on March 11, 2002 the Stock Option Committee of the Board of Directors of the Company hereby grants granted to Executive as of the date of this Agreement a nonqualified stock an option (the "Option") to purchase 20,000 1,500,000 shares of the Company's common stock (the "Common Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included terms and conditions contained in the number form of Shares with respect to which the stock option agreement ("Form Stock Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment Agreement") annexed hereto and consistent with the Company for other than Cause as defined in provisions of Section 12 5(b)(iii)-(iv) hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) Subject to the absolute authority of the Stock Option Committee of the Board of Directors of the Company from time to time to grant (or not to grant) to eligible individuals options to purchase common stock of the Company ("Options"), it is the intention of the Company and the expectation of the Executive that while the Executive is employed hereunder, the Executive will receive Options annually (in addition to those described in Section 5(a) and 5(c) hereof), beginning in calendar year 2003, on the following terms and conditions (and any Options so granted shall be subject to the following terms and conditions, which shall govern any conflicts in the terms hereof with any terms and conditions in any stock option agreement): (i) Target awards will be in an amount (plus or minus 25%) equal to 300% of Executive's salary; (ii) For purposes of determining the number of shares subject to a given Option grant, the value of such Option shall be determined using the Black-Scholes valuation method, or another generally recognized valuation method which is being used uniformly by the Company for its senior executives; (iii) The exercise price per share of the Options shall be the fair market value of the common stock on the date of grant, and the Options shall expire on the tenth anniversary of the date of grant; and (iv) The Options shall vest ratably on the first three anniversaries of the date of grant; provided, however, that all Options (and all other options to purchase Common Shares then held by the Executive) which are not then vested shall become fully vested and immediately exercisable during the remaining original term of each such Accelerated Option, upon the occurrence of any of the following events ("Acceleration Events"): Executive's Retirement, death, Disability, a Change in Control, and termination of Executive's employment by the Company without Cause or by the Executive for Good Reason; and (v) The Options shall be granted on such other terms and conditions as are generally made applicable to Options granted to the other senior executives of the Company. (c) The Company agrees to submit to stockholders, at the Annual Meeting of Stockholders scheduled for May 22, 2002 (the "May 22 Meeting"), a proposal to amend the Company's 1999 Stock Incentive Plan (the "1999 Plan"), as follows: (i) to increase the number of shares reserved for issuance under Section 2 of the Plan from 15,000,000 shares to no fewer than 20,000,000 shares, and (ii) to increase the limitation on the number of options any Eligible Individual (as defined in the 1999 Plan) may be granted under Section 4(c) of the Plan during its ten-year term from 3,000,000 shares of Common Stock to 6,000,000 shares of Common Stock. As an alternative to the above proposal, the Company may, with the consent of the Executive, submit to stockholders, at the May 22 Meeting, a proposal to adopt a new stock incentive plan, upon terms and conditions substantially similar to the 1999 Plan, with a minimum of 1,500,000 shares reserved for issuance thereunder. The Company shall further use its best efforts to obtain stockholder approval of any such proposal at the May 22 Meeting. Upon the approval of any proposal authorizing the grant of additional stock options, the Stock Option Committee of the Board (or the Board or other Committee with authority) will grant to the Executive an option to purchase 1,500,000 Common Shares on each anniversary date the terms and conditions contained in the Form Stock Option Agreement and consistent with the provisions of this Agreement a nonqualified stock option Section 5(b)(iii)-(iv) above, provided, however, that notwithstanding the provision in the first clause of Section 5(b)(iv) above, such options shall vest at the same times as the options granted pursuant to Section 5(a) above (the "OptionOption Grant"). With respect to the vesting provisions of the Option Grant, and only by way of example, the options subject to the Option Grant shall vest, under the following circumstances, as follows: assuming the necessary proposals for the Option Grant are approved by stockholders at the May 22 Meeting, 500,000 options shall vest on March 11, 2003, 500,000 options shall vest on March 11, 2004 and 500,000 options shall vest on March 11, 2005; or, assuming the necessary proposals for the Option Grant are not approved by stockholders at the May 22 Meeting, but are approved at the subsequent annual meeting of stockholders of the Company scheduled to be held in May 2003, 500,000 options shall be fully vested upon such grant, 500,000 options shall vest on March 11, 2004 and 500,000 options shall vest on March 11, 2005. (d) In the event the stockholders do not approve any of the proposals set forth in Section 5(c) above at the May 22 Meeting, the Company agrees to resubmit the proposal to stockholders at the next Special or Annual Meeting of Stockholders held by the Company thereafter, and at subsequent Special or Annual Meetings of Stockholders, until such time as such proposal is approved by stockholders and the Executive has received the Option Grant. The Company shall use its best efforts to obtain stockholder approval of any such proposal. Upon the approval of such proposal, the Stock Option Committee of the Board (or the Board or other Committee with authority) will grant to the Executive the Option Grant. (e) In the event that the exercise price per share of the Options granted to the Executive pursuant to Section 5(a) above (the "March 11 Exercise Price") to purchase an additional 5,000 shares is less than the fair market value of the Company's common stock on the date of grant of the Option Grant (i.e. the date of stockholder approval as provided in Sections 5(c) or 5(d) above), the number of options to purchase Common Shares subject to the Option Grant shall be increased based upon a Black-Scholes valuation method, or another generally recognized valuation method which is being used uniformly by the Company for its senior executives; in no event shall the number of options subject to the Option Grant be less than 1,500,000. For example, if the March 11 Exercise Price is $37 and the fair market value of the common stock of the Company on the date of stockholder approval is $47, the exercise price of the Option Grant shall be $47, and the number of options granted, and the Common Shares reserved for issuance, shall be increased so that the value of the Option Grant based upon the $47 exercise price shall represent a right to receive the same value that the Executive would have received had the Option Grant been made at the $37 price, as follows: the product of $10 (the difference between the $37 March 11 Exercise Price and the $47 exercise price for the Option Grant) multiplied by 1,500,000, divided by the Black Scholes value. (f) The Company agrees to allocate to the Option Grant the first shares that are reserved for issuance pursuant to any of the proposals referred to in Sections 5(c) and 5(d) above or any other equity plan adopted by the Company. In the event the any of such proposals are not approved by stockholders and, in lieu thereof, the Company adopts a non-equity based incentive compensation plan or plans (in each case, a "SharesNon-equity Plan") to achieve the same or similar goals that the Company would have hoped to achieve had the stockholders approved the proposals, the Executive shall receive, at his option, "equivalent value" in such non-equity based plan or plans as he would have received had the Option Grant been made on March 11, 2002. For purposes hereof, "equivalent value" shall mean the difference between the March 11 Market Price and the fair market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee value of the Company's common stock on the date of an award or vesting of an award under a Non-equity Plan. By way of example, if the March 11 Exercise Price is $37 and Company remains the fair market value of the common stock on the date of an award under a public companyNon-equity Plan is $47, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party "equivalent value" for such award shall be $10 multiplied by the Executive except to a revocable living trust established by number of options that would have been vested had the Executive of which Option Grant been made on March 11, 2002. In the Executive is a trustee and same example, if the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise fair market value of the options. The options common stock on the date of the award or the vesting thereof is less than the March 11 Exercise Price, no payments shall be exercised and payment made to the Company in accordance with procedures provided by Executive. Notwithstanding anything contained herein, the Compensation Committee of the CompanyBoard and the Board of Directors shall use its best efforts to provide to Executive "equivalent value." (dg) All At all times, the Company shall maintain registrations on Form S-8 or another applicable form relating to the Common Shares issued in connection with the exercise of stock options granted to Executive prior pursuant to this Agreement remain in effect consistent with their granted termsSection 5.

Stock Options. (a) The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option (the "Option") Employee options to purchase 20,000 350,000 shares of the Company's its common stock (the "SharesOptions") ), at an exercise price of $3.125 per common share, which is equal to the market closing price per share of the Company's publicly traded shares as of the close effective date of business this Agreement. Options as to 200,000 shares shall vest in twelve equal quarterly increments over a three-year period (the "Three-Year Vesting Options), with the first quarterly vesting to occur on the effective date on which of this Agreement is executedfor that partial quarter ended September 30, which Option 1998, the second quarterly vesting to occur on October 1, 1998, and similarly on the first day of each subsequent calendar quarter with the final quarterly vesting to occur April 1, 2001. Options as to the remaining 150,000 shares shall become exercisable so long vest upon the Company's attainment of certain specified performance benchmarks to be mutually agreed upon by Employee and the Company (the "Performance-Vesting Options"). Upon any "change of control" of the Company (as Executive is defined hereafter), all of Employee's then unvested Three-Year Vesting Options shall thereupon immediately vest. For purposes of this Agreement, "change of control" shall mean a direct or indirect transfer, in one or more transactions, of fifty percent (50%) or more of the legal or 2 beneficial ownership of the voting stock in the Company to anyone other than an employee entity controlled by the current shareholders, or the sale of substantially all of the assets of the Company. The number In the event that, prior to the expiration of Shares with respect one year from the effective date of this Agreement, Employee's employment is terminated either by the Company for cause pursuant to which Section 5(b) below or by the Option may be exercised Employee, all Options, whether vested or unvested, shall be cumulative so that if the full number of Shares shall not have been purchasedcancelled. Thereafter, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option event Employee's employment is so terminated, all then unvested Options shall then be exercisable along with any other Shares as to which the Option may become exercisablecancelled. The Option grant shall be exercisable following evidenced by a written Option Agreement, the termination terms of the Executive's employment which shall be consistent with the Company for other than Cause as defined in Section 12 hereof, for a period terms of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such terminationthis Agreement. The Option Company's Board of Directors, at their sole discretion, shall determine what number of additional stock options, if any, shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, granted to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the CompanyEmployee, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted what terms.

Stock Options. (a) The Employee agrees with the Company hereby grants to Executive that, except as ------------- provided in the following provisions, he owns no shares of the date Company's capital stock and has no stock options or other rights to acquire any of this Agreement a nonqualified stock option (such shares, any prior ownership or entitlement of the "Option") Employee being embodied in the following provisions. Employee also disclaims and/or waives any entitlement to any brokers or finders fee or commission in connection with any fundings of or investments in the Company. Employee is hereby granted options to purchase 20,000 fifty (50) shares of the Company's common stock (the "Shares") at an exercise price of $3,851.89 per share. Such options shall vest one-twelfth each fiscal quarter at the market price per share as end of each of the close of business on first 12 quarterly periods after the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for the first such vesting on June 30, 1997, and shall expire not later than the 10th anniversary of this Agreement. Employee also has existing options (i.e., a period of ninety - - prior award or awards) to acquire (90a) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight four (484) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. shares and (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option forty (the "Option"40) to purchase an additional 5,000 shares shares, respectively, of the Company's common stock (the "Shares") each at the market exercise price of $1.00 per share as share, all of which options are already vested and such options have a term of 10 years and may be exercised at any time until their termination whether or not Employee ceases to be employed by the Company. All stock options of Employee shall otherwise be subject to customary anti-dilution adjustments and other provisions, including vesting upon a change of control, and, if and when practicable, registration of the close subject shares on Form S-8, as established for employee stock options generally, it being agreed, however, that with respect to the 50 above-mentioned options exercisable at $3,851.89 per share, if such options, or any of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31them, which Option shall become exercisable so long as Executive is an employee of vested in the future, and Employee ceases to be employed by the Company, and at a time when the Company remains a public companyhas not yet gone public, in then for purposes of the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are timing of any exercise of such options, but not transferable to any third party by the Executive except to a revocable living trust established by the Executive for purposes of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares vesting, Employee will be issued upon exercise treated as if he had left the employment of the options. The options shall be exercised and payment made to Company thirty days after the date the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.goes public. [Paragraph 6 intentionally omitted]

Stock Options. (a) The On the first date following the Effective Date on which the Company hereby makes its annual grants of stock options to Executive as of the date of this Agreement a nonqualified its executive officers, you will receive stock option (the "Option") options to purchase 20,000 acquire 150,000 shares of the Company's common stock ’s Common Stock (the "Shares") at “Options”), which Options will be granted pursuant to and governed by the market terms and conditions of the Company’s 2002 Stock Option Plan, as amended (the “Plan”), and will contain customary terms and conditions. The exercise price of the Options will be determined per share the Plan as of the close grant date. Thereafter, you shall be eligible to receive additional annual grants of business on options under the date on which Plan in amounts that are in accordance with the Company’s past practices with respect to you. Notwithstanding the foregoing, all unvested Options automatically will become vested and exercisable immediately prior to the occurrence of a Change of Control. For the purposes of this Agreement is executedAgreement, which Option a “Change of Control” shall become exercisable so long as Executive is an employee be deemed to occur (i) upon a sale or transfer of substantially all of the assets of the Company. The number ; (ii) upon the acquisition by any person, entity or group of Shares with respect beneficial ownership of 50 percent or more of either the outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included vote generally in the number election of Shares with respect to which directors; or (iii) upon a merger or consolidation of the Option shall then be exercisable along Company or any of its subsidiaries with any other Shares as to corporation, which results in the Option may become exercisable. The Option shall be exercisable following the termination stockholders of the Executive's employment with Company prior thereto continuing to represent less than 50 percent of the combined voting power of the voting securities of the Company for other or the surviving entity after the merger; provided, however, than Cause en event described in (i), (ii) or (iii) above shall not be treated as defined a Change of Control, unless such event is also a change in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as ownership of the date Company (within the meaning of such termination. The Option shall be exercisable following Treasury Regulation Section 409A-3(i)(5)(v)), a change in the termination effective control of the Executive's employment with Company (within the Company for Cause as defined meaning of Treasury Regulation Section 409A-3(i)(5)(vi) or a change in Section 12 hereof, for the ownership of a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares substantial portion of the Company's common stock ’s assets (within the "Shares") at the market price per share as meaning of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Treasury Regulation Section 5(a) above409A-3(i)(5)(vii)). (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The 10.1 As an inducement to Employee to enter into this Agreement the Company hereby grants to Executive grants, as of the date of this Agreement a nonqualified stock option (the "Option") Agreement, to Employee options to purchase 20,000 shares of the Company's common stock ’s Common Stock, $.01 par value, as follows: Subject to the terms and conditions of the Company’s 2004 Omnibus Incentive Compensation Plan (the "Shares") at “Plan”), and the market price per share as terms and conditions set forth in the Stock Option Agreement which are incorporated herein by reference, the Employee is hereby granted options to purchase 125,000 shares of the close Company’s Common Stock, of business which options to purchase 62,500 shares shall vest on the date first anniversary of the Commencement Date and the balance of 62,500 options shall vest on which this Agreement is executedthe second anniversary of the Commencement Date, which Option shall become exercisable so long as Executive is provided that Employee continues to be an employee of the CompanyCompany and subject to Section 10.2 hereto (the “Options”). The number exercise price of Shares with respect the Options shall be equal to which the Option may closing price of the Company’s stock on the Commencement Date and shall contain such other terms and conditions as set forth in the stock option agreement. The foregoing Options shall be qualified as incentive stock options to the maximum amount as allowed by law. The Options provided for herein are not transferable by Employee and shall be exercised shall be cumulative so that if the full number of Shares shall not have been purchasedonly by Employee, any such unpurchased Shares shall continue to be included or by his legal representative or executor, as provided in the number Plan. Such Options shall terminate as provided in the Plan, except as otherwise modified by this Agreement. 10.2 In the event of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the a termination of the Executive's Employee’s employment with the Company for other than Cause pursuant to Section 8.1(c), notwithstanding anything herein or in any stock option agreement to the contrary, the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as defined in Section 12 hereofof the Termination Date, shall remain exercisable for a period of ninety (90) days from three months following the date of such terminationTermination Date, to but in no event after the extent the Option was exercisable as expiration of the date exercise period. In the event of such termination. The Option shall be exercisable following the a termination of the Executive's Employee’s employment with the Company for Cause pursuant to Section 8.1(b), options granted and not exercised as defined in Section 12 hereofof the Termination Date shall terminate immediately and be null and void. In the event of a termination of Employee’s employment with the Company due to the Employee’s death, or Disability, the Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as of the Termination Date shall remain exercisable for a period of forty-eight twelve (4812) hours from months following the date Termination Date, but in no event after the expiration of such terminationthe exercise period. In the event of a termination of Employee’s employment with the Company by the Employee, the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent the Option was exercisable vested as of the date Termination Date shall remain exercisable for a period of such terminationthree months following the Termination Date, but in no event after the expiration of the exercise period. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (10.3 Notwithstanding the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public companyforegoing, in the manner described event of a Change of Control (as defined in Section 5(a) above. (c) The options described the Plan), the Options granted hereunder shall become immediately vested and exercisable in (a) accordance with, and (b) above are not transferable to any third party by subject to, the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee terms and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise conditions of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the CompanyPlan. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants During the Employment Term, the Board shall grant to Executive as during each one-year period on the earlier of the date of this Agreement a nonqualified stock option the Annual Meeting of Stockholders or one hundred fifty (150) days following the "Option") end of the Company's fiscal year, options to purchase 20,000 25,000 shares of the Company's common stock Common Stock, no par value (the "SharesCommon Stock") at and stock appreciation rights ("SARS") relating to an additional 25,000 shares of the Company's Common Stock, each on the following terms and conditions: (i) The exercise price of each option and the initial valuation of each SAR shall be equal to (A) if the Common Stock is traded on the NASDAQ Automated Quotation System, the average of the high and low bid and asked price for one share of Common Stock during the five (5) business days preceding the date of grant as reported by such system or exchange, as reported on the NASDAQ Automated Quotation System; (B) if transactions in the Common Stock are reported on the NASDAQ National Market System or the Common Stock is listed on any national stock exchange, the average closing price for one share of Common Stock during the five (5) business days preceding the date of grant, as reported on such system or by such exchange; or (C) if neither (A) nor (B) is applicable, then the fair market price per value of one share of the Common Stock, as of determined by the Board. (ii) All stock options and SARS granted to Executive pursuant to this Section 4(d): (A) shall be immediately exercisable; (B) shall expire to the extent not exercised prior to the close of business on the day ten (10) years from the date on which this Agreement is executedof grant; (C) may be exercised as to the whole or any part, which Option shall become exercisable so long as Executive is an employee of by written notice to the Company. The , stating the number of Shares shares with respect to which the Option may be option is being exercised shall be cumulative so that if the full number of Shares shall and specifying a date, not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other less than Cause as defined in Section 12 hereof, for a period of ninety ten (9010) nor more than twenty (20) days from after the date of such terminationnotice, as the date on which the stock will be taken up and payment, if any, made therefor at the principal office of the Company; (D) in the case of options, shall, to the maximum extent permitted under the Option was exercisable Internal Revenue Code, be options intended to qualify as "Incentive Stock Options" pursuant to Section 422 of the date of such termination. The Option Internal Revenue Code; (E) shall be exercisable following governed by agreements substantially in the termination form of the Executiveagreements which are Exhibits to the Company's employment with 1991 Employee Stock Incentive Plan approved by the Board of Directors of the Company for Cause on December 13, 1990, or as defined otherwise agreed upon by the parties; and (F) shall be subject to all other terms identical to those contained in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) Company's 1991 Employee Stock Incentive Plan. The Company shall further grant use its best efforts to assure that all options and SARS are granted to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of under the Company's common stock (1991 Employee Incentive Stock Option Plan, or a similar plan later adopted by the "Shares") at Company which satisfies the market price per share as conditions of Rule 16b-3 of the close of business on the immediately preceding August 31 Securities and Exchange Commission or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveany successor thereto. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. Employee shall be eligible to participate in the DSI Toys, Inc. 1997 Stock Option Plan at the executive level. Employee shall be granted Stock Options, or their equivalent, for the purchase of 50,000 shares of Common Stock ("Options") of the Company pursuant to the terms of the DSI Toys, Inc. 1997 Stock Option Plan, and pursuant to the following additional terms: (a) The Company hereby grants to Executive as of the Options shall be granted with an issue date of this Agreement a nonqualified stock option August 20, 1998 (the "OptionDate of Grant") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option and may be exercised shall be cumulative so that if by Optionee in accordance with the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination terms of the ExecutiveDSI Toys, Inc. 1997 Stock Option Plan ("Plan") and the Employee's employment with Stock Option Agreement ("Option Agreement"), at any time during a ten year period which begins on the Company for other than Cause as defined in Section 12 hereofDate of Grant, for a period of ninety (90) days from the date of such termination, subject to the limitations of vesting as hereinafter set forth in subsections 2.3.(b), (c) and (d) hereof. To the extent the Option was exercisable as not previously exercised, or not terminated by other provisions of the date of such termination. The Plan or Option Agreement, the Options shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereofterminate and expire at 5:00 p.m. CDT on August 19, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination2008. (b) The Company Except for any years in which Accelerated Vesting occurs, Employee shall further grant be vested in Options pursuant to Executive on each anniversary date of this Agreement a nonqualified stock option the following schedule (the "Option") to purchase an additional 5,000 shares until such time as either Optionee is vested in 100% of the Company's common stock (Options or the "Shares") at the market price per share as of the close of business on the immediately preceding Options have terminated): DATE PERCENTAGE OF OPTIONS VESTING ---- ----------------------------- April 5, 1999 Five Percent April 5, 2000 Five Percent April 5, 2001 Five Percent April 5, 2002 Five Percent April 5, 2003 Fifteen Percent April 5, 2004 Fifteen Percent August 31 or as of the end of the fiscal year if not August 3130, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above.2004 Fifty Percent (c) The In the first fiscal year after the date hereof in which the Company's Common Stock trades above $2.00 per share for ten consecutive trading days, then in lieu of the vesting for that year as set forth in Section 2.3 (b), 33-1/3% of the options described in will accelerate (a"Acclerated Options") and the Employee shall become fully vested in these options at the end of that fiscal year. In the first of any subsequent fiscal year in which the Company's Common Stock trades above $4.00 per share for ten consecutive trading days, then in lieu of the vesting for that year as set forth in 2.3 (b), 33-1/3% (or the balance) above are not transferable to of the options will accelerate and the Employee will be fully vested in those options at the end of that fiscal year. In the first of any third party by the Executive except to a revocable living trust established by the Executive of subsequent year in which the Executive is a trustee Company's Common Stock trades above $6.00 per share for ten consecutive trading days, then in lieu of the vesting for that year as set forth in 2.3 (b), 33-1/3% of the options will accelerate and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares Employee will be issued upon exercise fully vested in those options at the end of the optionsthat year. The options shall There will be exercised and payment made to the Company only one acceleration in accordance with procedures provided by the Compensation Committee of the Companyany given fiscal year. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants Employee shall be granted an option to Executive as purchase 6,930 shares of stock of FPBK at the original issue price of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so granted on or before 12/31/96; provided that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31year, which Option shall become exercisable so long as Executive is an employee of the CompanyBank's performance, and Company remains a public companybased upon the Bank's return on assets, meets or exceeds the amount estimated in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party annual budgets as approved by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiaryBank. The options may be exercised only in whole or in part at any time during the first ten (10) years after the original issue of stock in FPBK. For each year following 1996, Employee shall be granted an option to purchase whole shares. No fractional 3,465 shares will be issued upon exercise of stock of FPBK at a strike price consistent with the market on the date granted, provided that at the end of the optionsfiscal year, the Bank's performance, based upon the Bank's return on assets and return on equity, meets or exceeds the amount estimated in the annual budgets as approved by the Bank. The options may be exercised in whole or in part at any time during the first ten (10) years after the issue of the stock option agreement. (b) If, prior to the Expiration Time of the agreement granted, the Corporation shall subdivide its outstanding shares of common stock into a greater number of shares, or declare and pay a dividend on its common stock payable in additional shares of its common stock, the Exercise Price as then in effect shall be exercised proportionately reduced, and/or the number of shares of common stock then subject to exercise under the Stock Option Agreement (and payment made not previously exercised), shall be proportionately increased as the case may be. (c) If, prior to the Company in accordance with procedures provided by the Compensation Committee Expiration Time of the Companyagreement granted, the Corporation shall combine its outstanding shares of common stock into a smaller number of shares, the Exercise Price, as then in effect, shall be proportionately increased, and the number of shares of common stock then subject to exercise under this Stock Option Agreement (and not previously exercised), shall be proportionately reduced. (d) All stock Any options that have not otherwise been accrued and granted herein shall immediately terminate upon Employee's termination of employment, whether such termination be voluntary or involuntary; provided, however, in the event of termination pursuant to Executive prior paragraph 2(c) of this agreement, Employee shall be entitled to this Agreement remain any options that would have accrued in effect consistent with their granted termsthe year of termination but for the termination.

Stock Options. (ai) The Company hereby grants has granted to Executive as of the date of this Agreement a nonqualified you non-qualified stock option (the "Option") options to purchase 20,000 an aggregate of 100,000 shares of the Company's common stock stock, par value $.001 per share (the "SharesCommon Stock") at pursuant to a Stock Option Agreement (the market price per share as of "Existing Stock Option"). The shares subject to the close of business Existing Stock Option shall vest on the one year anniversary of your date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of employment with the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so ; provided, however, that if your employment is terminated prior to the full number one year anniversary of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number your date of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause by the Company without Cause, then there nonetheless shall be vested a number of options representing 8,334 shares multiplied by the number of full months of service by you (defined as defined in Section 12 hereofeach 30-day anniversary of the commencement of your employment); provided, for a period further, that (i) if your employment is terminated prior to the one year anniversary of ninety (90) days from the your date of such terminationemployment with the Company by the Company without Cause but after January 31, 2002, and (ii) you have provided reasonable cooperation in transition matters with the new Chief Executive Officer, any remaining unvested shares subject to the extent the Existing Stock Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's your employment shall continue to vest at a rate of 8,334 shares per month on each monthly anniversary of your date of employment with the Company for Cause as defined in Section 12 hereof, for a period until all of forty-eight (48) hours from the date of such termination, shares subject to the extent the Existing Stock Option was exercisable as of the date of such terminationare vested. (bii) The Company shall further will grant to Executive on each anniversary date of this Agreement a nonqualified you additional non-qualified stock option (the "Option") options to purchase an additional 5,000 aggregate of 25,000 shares of the Company's common stock Common Stock in accordance with the Company's 2000 Equity Participation Plan (the "SharesNew Option") at the market ). The exercise price per share as of the close New Option shall be $1.38 (representing the actual closing price on October 11, 2001, the date approved by the Board of business on the immediately preceding August 31 or as Directors), and 100% of the end shares subject to the New Option shall vest completely on July 31, 2002 if (A) you are still employed as the Chief Operating Officer on July 31, 2002, or if (B) your employment with the Company is terminated by the Company without Cause prior to such date, or if (C) the Company has hired a permanent Chief Executive Officer prior to such date and you have provided reasonable cooperation in transition matters with the new Chief Executive Officer. Notwithstanding the foregoing, 100% of the fiscal year shares subject to the New Stock Option will vest on January 1, 2004, if not August 31, which Option shall become exercisable so long you are still serving as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveChief Operating Officer on such date. (ciii) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The Once vested, these options shall be exercised and payment made to exercisable for a period of five years from the date of grant, regardless of whether your employment with the Company in accordance is earlier terminated. In the event that your employment with procedures provided by the Compensation Committee of the CompanyCompany is terminated for any Cause, all unvested options shall be cancelled. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (ai) The Executive shall be entitled to receive stock options (the “Stock Options”) to purchase (A) 300,000 shares of Common Stock, par value $.001 per share, of the Company hereby grants (the “Common Stock”) at an exercise price equal to the closing price of the Common Stock, as reported by the OTC Bulletin Board, on the date of the initial closing of the Private Placement, which options shall be granted on the Commencement Date and pursuant to the Company’s 2006 Equity Incentive Plan, (B) 2,400,000 shares of Common Stock at an exercise price equal to the average closing price of the Common Stock, as reported by the OTC Bulletin Board, for the 30 trading days on and prior to the date of the initial closing of the Private Placement, which options shall be granted on the Commencement Date, but subject to the terms of a newly-created incentive compensation plan to be adopted by the Company’s stockholders (as to which the Company’s current executive officers have agreed to vote their respective shares of Common Stock in favor of), and (C) 300,000 shares of Common Stock at an exercise price equal to the closing price of the Common Stock, as reported by the OTC Bulletin Board, on January 2, 2008, which options shall be granted on January 2, 2008, and pursuant to the Company’s 2006 Equity Incentive Plan. Each Stock Option shall vest in three equal installments on the second, third and fourth annual anniversaries of the grant date, and shall be issued pursuant to a customary stock option agreement, which the Executive and the Company shall enter into on or reasonably promptly following the respective grant date. (ii) In the event of termination of employment (A) by the Executive without Good Reason (as defined in Section 7(b)(iv)), on or prior to the second anniversary of the Commencement Date or (B) pursuant to Section 7(a)(i)(A), all Stock Options not theretofore exercisable will lapse and be forfeited. In the event the Executive’s employment is terminated for any other reason on or prior to the second anniversary of the Commencement Date, all Stock Options not theretofore exercisable will thereupon become exercisable. Except as otherwise provided in the following paragraph, each Stock Option will expire ten years after it is granted. (iii) In the event of the termination of the employment of the Executive, all unexercised and exercisable stock options granted to him hereunder must be exercised by him, or his estate (or heir(s)), as the case may be, (A) within 12 months of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executedtermination, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchasedtermination is due to disability, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 7(a)(i)(B), (B) in the event of death of the Executive, within 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as months of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause , as defined in Section 12 hereof7(a)(i)(C), for a period of forty-eight (48) hours from if the date of such termination, termination is due to the extent the Option was exercisable as death or within three months of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (termination if the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31termination is for any other reason; provided, which Option shall become exercisable so long as Executive is an employee of the Companyhowever, and Company remains a public company, that in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by event the Executive except to a revocable living trust established by the Executive of which the Executive Executive’s employment is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All terminated for Cause, all unvested stock options granted to Executive prior to this Agreement remain in effect consistent with their granted termshim hereunder become null and void immediately upon termination. Any vested options must be exercised within three months of the date of termination.

Stock Options. (aA) The Upon execution of this Agreement, UltraStrip granted Executive a non-statutory stock option to acquire five hundred thousand (500,000) shares of UltraStrip's common stock at an exercise price of $1.00 value at the date of grant, exercisable at any time prior to the date that is the fifth year's anniversary of the Effective Date ("FIFTH ANNIVERSARY"), subject to SECTION 3(ii)(E), below. (B) If on the thirtieth (30th) day following the First Anniversary Executive remains employed by the Company hereby grants and has not been notified by the Board that his employment hereunder is terminated, UltraStrip shall grant Executive a non-statutory stock option to acquire an additional one hundred fifty thousand (150,000) shares of Company's common stock and on the thirtieth (30th) day following the Second Anniversary Executive remains employed by the Company and has not been notified by the Board that his employment hereunder is terminated, UltraStrip shall grant Executive a non-statutory stock option to acquire an additional one hundred fifty thousand (150,000) shares of UltraStrip's common stock at an exercise price per share that is equal to the fair market value per share of UltraStrip's common stock as of the date of this Agreement a nonqualified the option grant. Fair market value shall be determined as provided in the stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the plan then maintained by UltraStrip for its employees, and if there is no such plan, then fair market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised value shall be cumulative so that if determined by the full number Board of Shares shall not have been purchased, any such unpurchased Shares shall continue Directors in the good faith exercise of its discretion (either case to be included in the number of Shares with respect hereinafter referred to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable"FMV". The Option Such option shall be exercisable following at any time prior to the termination of Fifth Anniversary, subject to SECTION 3(ii)(E), below. (C) All options granted to Executive under this SECTION 3(ii) are referred to herein as the "OPTIONS". If Executive's employment with the hereunder is terminated by Company for any reason other than Cause as for "cause" (defined below), or if Executive terminates his employment for "good reason" (also defined below), or if this Agreement expires in Section 12 hereofaccordance with its terms, for a period then all Options that are granted, vested and effective prior to such date of termination or expiration shall remain in effect, but those that are not then granted, vested and effective shall expire ninety (90) days from after the date of such terminationtermination or expiration. If Executive's employment hereunder is terminated by Company for "cause", or if Executive terminates his employment and does not have "good reason" to the extent the Option was exercisable as of terminate, then all Options that have been granted but are not exercised by Executive on or before the date of such termination. The Option termination shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from expire on the date of such termination, to the extent the Option was exercisable as termination of the date of such terminationemployment. (bD) The Company All shares acquired upon exercise of options granted under this SECTION 3(ii) shall further grant have be covered by UltraStrip's Form S-8 which it shall file with the Securities and Exchange Commission at about the time it files its Form 10-KSB for the year ending December 31, 2005. (E) All provisions of this SECTION 3(ii) that are to Executive on each anniversary date be performed after expiration or termination of this Agreement a nonqualified stock option (shall survive the "Option") to purchase an additional 5,000 shares expiration or termination of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 this Agreement until such provisions expire or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company terminate in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (ai) Nothing in this Agreement shall affect stock options previously granted to Employee, which shall continue to be governed by the 1994 Plan and the terms of the grant of such stock options. (ii) Additionally, at or promptly after the end of each of Radica's Annual General Meetings held in 2000, 2001 and 2002, Radica shall grant to Employee an option (up to three such options in total) to purchase twenty-five thousand (25,000) shares (up to 75,000 shares in the aggregate) of the common stock of Radica at the then applicable market price, subject to the terms and conditions of this Section 6 and the 1994 Plan; provided, however, that each such grant shall be subject to the conditions that (x) Employee continues to be employed in good standing by Radica Group through the relevant date of grant and (y) sufficient shares are available under the 1994 Plan to cover Employee and other similarly situated executives (i.e. adequate shares must be available for this special program in the option pool under the 1994 Plan). If such quantity of shares is not available, the grant dates will roll forward by one year per year until such shares are available. Such stock options under this clause (ii) are herein called the "Stock Options". (iii) The Company hereby grants to Executive as Stock Options shall vest and become exercisable 20% per year for each year Employee is employed by Radica Group following the date of grant, commencing at the first anniversary of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationgrant. (b) The Company number of shares subject to the Stock Options will be adjusted for stock splits and reverse splits; provided that such number of shares shall further grant not be adjusted if Radica should otherwise change or modify its capitalization, including but not limited to Executive on each anniversary date the issuance by Radica of this Agreement a nonqualified new securities (including options or convertible securities), ESOP's or other employee stock option (plans. It is the "Option") to purchase an additional 5,000 shares intent of the Company's common parties that the stock (subject to the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31Stock Options shall be subject to dilution, which Option shall become exercisable so long as Executive is an employee of the Company, except for stock splits and Company remains a public company, in the manner described in Section 5(a) abovereverse splits. (c) The options described Any other provision hereof to the contrary notwithstanding, (i) as of the date of Termination in the event of Termination pursuant to Section 3(a) or Termination by Radica for Cause or by Employee without consent of Radica, or (aii) twelve (12) months after the date of Termination in the event of Termination by Radica without Cause or by Employee for Good Reason in the event of a Termination/Change in Control or the Total Disability of Employee (each of such applicable dates being called a "Determination Date"), Employee shall forfeit the Stock Options (measured by percentages of the stock subject to the Stock Options) and they shall expire as follows: (bA) above are not transferable to any third party by if the Executive except to a revocable living trust established by Determination Date is within the Executive of which first year after the Executive date the Stock Option is a trustee and granted (the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise "Grant Date") then Employee shall forfeit 100% of the options. The options shall be exercised and payment made stock subject to the Company in accordance with procedures provided by Stock Option; (B) if the Compensation Committee Determination Date is after the end of said first year and within the second year after the Grant Date, then Employee shall forfeit 80% of the Companystock subject to the Stock Option; (C) if the Determination Date is after the end of said second year and within the third year after the Grant Date, then Employee shall forfeit 60% of the stock subject to the Stock Option; (D) if the Determination Date is after the end of said third year and within the fourth year after the Grant Date, then Employee shall forfeit 40% of the stock subject to the Stock Option; or (E) if the Determination Date is after the end of said fourth year and within the fifth year after the Grant Date, then Employee shall forfeit 20% of the stock subject to the Stock Option. (d) All In any event each Stock Option shall expire to the extent not previously exercised on the tenth anniversary of the Grant Date. Otherwise, Employee may at any time within ninety (90) days following the Determination Date, exercise his right to purchase stock options granted subject to Executive prior the Stock Options, but subject to this Agreement remain the foregoing provisions respecting vesting and forfeitures. (e) Employee shall have no right to sell, alienate, mortgage, pledge, gift or otherwise transfer the Stock Options or any rights thereto, except by will or by the laws of descent and distribution, and except as specifically contemplated in effect consistent the 1994 Plan. In any event, any transfer must comply with their granted termsapplicable state and federal securities laws.

Stock Options. (a) The Company Subject to any required stockholder approval, Bay ------------- View hereby grants the Executive options (the "Options"), which shall be non- qualified stock options, to Executive purchase an aggregate of 150,000 shares of Bay View's Common Stock at a price per share equal to the lesser of (i) the tangible book value per share of Bay View's Common Stock as of March 31, 2001 or (ii) 85% of the date closing price of Bay View's Common Stock on the New York Stock Exchange on the day before the day on which the prospectus supplement relating to an offering by Bay View of certain transferable rights permitting the holders of the rights to subscribe for and purchase additional shares of Common Stock becomes effective (the "Exercise Price"). The Options shall have the following other principal terms: (i) the Options shall become exercisable and be vested, and remain exercisable and vested for a term of five years from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the Effective Date; (B) the second installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the first anniversary of the Effective Date; and (C) the third installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the second anniversary of the Effective Date; (ii) the Options shall become immediately exercisable and shall remain exercisable for the remainder of their term in the event of (A) a Change in Control, (B) a termination of this Agreement by the Employers without Cause or (C) a nonqualified stock option termination of this Agreement by the Executive for Good Reason; (iii) the "Option"Options shall terminate immediately in the event of (A) a termination of this Agreement by the Employers for Cause or (B) a termination of this Agreement by the Executive without Good Reason; (iv) the Options shall remain exercisable until the earlier of the expiration of their term or three years after the termination of this Agreement by the Employers because of the Executive's death or Permanent Disability and the Options shall become immediately exercisable if such termination occurs during the 270 days preceding consummation of a Change in Control; (v) the Options are transferable by gift to purchase 20,000 members of the Executive's family or to entities controlled by such family members or by will or by the laws of descent and distribution; (vi) in the event that the outstanding shares of Common Stock subject to the Company's common Options are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares of Bay View or other securities of Bay View or of another corporation by reason of a reorganization, merger, consolidation, reclassification, stock (split, reverse stock split, stock dividend or combination of shares of Common Stock, the "Shares") at the market price per share as Board of the close Directors of business on the date on which this Agreement is executed, which Option Bay View shall become exercisable so long as Executive is make an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included appropriate and equitable adjustment in the number and kind of Shares with respect to which the Option shall then be exercisable along with any other Shares shares as to which the Option may become exercisable. The Option Options or portion thereof then unexercised shall be exercisable following and in the termination Exercise Price. Such adjustment in the Options shall be made without any change in the total price applicable to the unexercised portion of the Executive's employment Options, except for any change in the aggregate price resulting from rounding-off of share amounts or prices, and with any necessary corresponding adjustment in the Company for other Exercise Price. In the event that Bay View from time to time hereafter issues its Common Stock at a price less than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the then prevailing market price on the New York Stock Exchange on the date of any such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option issuance (the "OptionPrevailing Market Price") to purchase an additional 5,000 shares ), the Board of Directors shall reduce the Exercise Price of that portion of the Company's common stock (Options not then exercised to the "Shares") at price determined by multiplying the market Exercise Price as then in effect by a fraction the numerator of which shall be that price per share as at which Bay View issued its Common Stock at a price less than the Prevailing Market Price and the denominator of which shall be such Prevailing Market Price. Any such adjustment made by the Board of Directors shall be final and binding upon the Executive, Bay View and their respective successors in interest; (vii) if Bay View adopts an option plan for its employees that provides for terms more favorable to the optionees thereunder than the terms of the close of business on Options to the immediately preceding August 31 or as Executive, then, in such event, the terms of the end Options shall be amended so that the terms thereof incorporate such more favorable terms of such option plan; and (viii) subject to any required stockholder approval, Bay View shall promptly file a Form S-8 registration statement with respect to the Options with the Securities and Exchange Commission and shall use its best efforts to cause such registration statement to remain effective for as long as any of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) aboveOptions remain exercisable. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Executive understands that Company hereby grants is currently in the process of designing and implementing a stock option program for its executives and employees. Upon adoption of such plan, Company shall grant to Executive as of stock options, conditioned on the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares closing of the Company's common stock (the "Shares") at the market price per share as initial public offering, to purchase that number of shares of Common Stock of the close of business on the date on Company which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee are equal to two percent (2%) of the Company. The number of Shares with respect to 's issued and outstanding prepublic offering capitalization on a fully diluted basis at the lowest purchase price for which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue options are to be included in granted under the number of Shares with respect Company's stock option plan prior to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisableinitial public offering. The Option shall be exercisable following the termination Twenty percent (20%) of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of stock options granted to Executive will automatically vest and become exercisable on that date which is ninety (90) days from after the commencement date of such termination, to the extent the Option was exercisable as Term. The balance of the stock options shall vest in three (3) equal cumulative installments on the first anniversary date, second anniversary date and third anniversary date, respectively, of such termination. The Option shall be exercisable following the termination of the Executive's employment hereunder. If, Executive's unvested stock options would be terminated as a result of a "Change in Control" then, all of Executive's unvested options, if any, shall become immediately exercisable. For purposes of this Agreement, the term "Change in Control" means: (a) the obtaining of control by any person or "group" (other than the persons who own five percent (5%) or more of the shares of the Company as identified in the Company's Registration Statement on Form S-1 filed in connection with the Company for Cause as defined in Company's initial public offering) within the meaning of Section 12 hereof, for a period of forty-eight (4813(d) hours from the date of such termination, to the extent the Option was exercisable as or Section 14(d)(2) of the date Securities Exchange Act of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option 1934, as amended (the "OptionExchange Act") to purchase an additional 5,000 shares ), of beneficial ownership (within the meaning of the Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of voting securities of the Company representing 50% or more of the combined voting power of the Company's common stock then outstanding voting securities entitled to vote generally in the election of directors; or (b) such time as a majority of the Board shall be comprised of persons who were not elected to such offices as part of the "Shares") at Company nominated slate" of directors (i.e. the market price per share as slate of nominees proposed by the close Board in office immediately prior to the election; provided, however, that this clause shall not apply in the event one or more directors voluntarily resign from the Board. All other terms and conditions of business on Executive's stock options shall be in accordance with the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee terms of the Company, and Company remains a public company, in the manner described in Section 5(a) above's stock option plan. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of November 2, 1998 (the original date of this Agreement upon which the Executive's employment commenced) a nonqualified stock option (the "Option") to purchase 20,000 250,000 shares of the Company's common stock stock, par value $.01 per share (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed), which Option shall become exercisable so long as Executive is an employee of the CompanyCompany as follows: the Executive may purchase up to 20% of the total number of Shares at any time after the date hereof and an additional 20% of the total number of Shares on each of the dates set forth below; provided, however, that the Option shall become fully exercisable under Section 8(b) hereof. The exercise price for the Shares under the Option shall be as set forth below. STOCK OPTION VESTING DATE EXERCISE PRICE November 2, 1998 $10.00 November 2, 1999 $11.00 November 2, 2000 $12.00 November 2, 2001 $13.00 November 2, 2002 $14.00 The Option shall expire at 11:59 p.m. Fenton, Missouri Time on November 1, 2003. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if if, in any of the aforementioned periods, the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 11 hereof, for a period of ninety three (903) days months from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 11 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public companyAdditionally, in the manner event the Executive purchases common stock of the Company other than pursuant to the Option, the Company grants to the Executive an option to purchase two additional shares of common stock at an exercise price equal to the price paid by the Executive for each of the first 20,000 shares of common stock of the Company purchased by Executive in such fiscal year (September 1-August 31), provided however, for fiscal year 2000 the options described in Section 5(athis section (b) aboveshall apply to the first 33,075 shares of common stock of the Company purchased by the Executive. Each such option shall expire at 11:59 p.m. Fenton, Missouri time on the day immediately preceding the fifth anniversary of the date of grant of such option. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock The Company and the Executive acknowledge that the shares subject to the options granted in (a) and (b) above have not been registered under the Securities Act of 1933, as amended, or any state securities law. The Company will use its best efforts and take such actions as it deems necessary to Executive prior file a registration statement on Form S-8 with the Securities and Exchange Commission and submit all listing applications to this Agreement remain in effect consistent the NASDAQ National Market System with their granted termsrespect to such Shares.

Stock Options. The parties acknowledge that options (athe "Original Options") to purchase 215,054 shares of the Company's common stock, par value $.001 ("Common Stock"), were granted to Employee under the 1996 CS Wireless Systems, Inc. Incentive Stock Plan, as amended from time to time (the "Plan"). The parties further acknowledge that of the Original Options, options to purchase 172,044 shares of Common Stock, at an exercise price of $6.50 per share, are fully vested (the "Remaining Options") and the balance of the Original Options, which represent options to purchase 43,010 shares of Common Stock, are hereby surrendered by Employee to the Company. The Remaining Options shall continue to be governed by the Plan. The Plan is the same as that which covers all senior executives of the Company, and any amendments to the Plan will be applicable to Employee. On the first anniversary of the date of this Agreement, Employee shall have the option, provided the Company's common stock is not then publicly traded and the price per share quoted on any applicable exchange or over-the-counter is greater than $9.50, to (i) hold the Remaining Options, in which event the Remaining Options shall be exercisable until the five-year anniversary of this Agreement in accordance with the Plan, or (ii) deliver written notice ("Election Notice") to the Company hereby grants of his election to Executive as cancel all, but not part of, the Remaining Options in consideration for payment by the Company of $500,000; upon delivery of such payment, the options shall lapse without further action. The Election Notice must be received by the Company during regular business hours on or before the first anniversary of the date of this Agreement or shall not be effective; provided, however, that if such date falls on a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on Saturday, Sunday or legal holiday, then the date on which this Agreement the Election Notice must be received is executed, which Option shall become exercisable so long as Executive is an employee of on the Companyfirst business day thereafter. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date pay $500,000 (less applicable taxes) within ten (10) days of its receipt of an effective Election Notice. Except as otherwise amended by this PARAGRAPH 3, the Stock Option Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted termsfull force and effect.

Stock Options. (ai) The Company hereby grants to Executive as On the Effective Date and each of the date first four (4) anniversaries of this Agreement a nonqualified stock option (the "Option") Effective Date on which the Executive remains employed hereunder, the Executive shall be granted an Option to purchase 20,000 Sixty Thousand (60,000) shares of Common Stock. In the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of event the Executive's employment with hereunder is terminated by the Company without Cause or by the Executive for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, Good Reason prior to the extent Expiration Date, the Option was exercisable Executive shall be granted, as of the date of such termination. The Termination of Employment, a number of Options equal to Three Hundred Thousand (300,000) minus the number of Options previously granted pursuant to the immediately preceding sentence. (ii) All Options described in paragraph (i) shall be granted subject to the following terms and conditions: (A) the Options shall be granted under and subject to the Option Plan; (B) the exercise price of the Options shall be, (A) in the case of the Options granted on the Effective Date, $48.375 per share and (B) in the case of the Options granted thereafter, the last reported sale price of the Common Stock on the Nasdaq National Market System (or other principal trading market for the Common Stock) at the close of the trading day immediately preceding the date as of which the grant is made; (C) twenty-five percent (25%) of the Options shall vest on each of the first four (4) annual anniversaries of the date of grant, provided that in the event of a Contract Non-Renewal, all such Options shall vest and become exercisable on the Expiration Date and in the event of a Termination of Employment by the Executive for Good Reason or a Termination of Employment by the Company other than for Cause, all such Options shall vest and become exercisable on the date of such Termination of Employment; (D) each Option shall be exercisable for the ten (10) year period following the termination date of grant; (E) each Option shall be evidenced by, and subject to, an Option Agreement; and (F) the Executive's employment with number of shares granted shall be subject to adjustment for any subsequent stock splits. (iii) Except as otherwise provided in paragraph (ii) above, the Option Agreements shall specify that the Options shall remain exercisable for the periods described in paragraph (ii) above notwithstanding any Termination of Employment, other than a Termination of Employment by the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such terminationCause. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The 11.1 As an inducement to Employee to enter into this Agreement, the Company hereby grants to Executive Employee options to purchase 250,000 shares of the Company’s Common Stock, $.001 par value (the “Options”), subject to the terms and conditions of this Agreement, and the terms and conditions of the Company’s 2006 Long Term Incentive Plan (the “Plan”), and the Stock Option Agreement, which are incorporated herein by reference. The Options shall be qualified as incentive stock options to the extent permitted by law. 11.2 Provided Employee is an employee of the Company on the vesting date, and unless otherwise provided by this Agreement, the Options shall vest as follows: (a) 50,000 Options on the Commencement Date; (b) 100,000 Options if the closing price of the Company’s Common Stock equals or exceeds $3.00 per share for ten consecutive trading days; (c) 50,000 Options if the closing price of the Company’s Common Stock equals or exceeds $5.00 per share for ten consecutive trading days; and (d) 50,000 Options if the closing price of the Company’s Common Stock equals or exceeds $7.00 per share for ten consecutive trading days. 11.3 The Options, to the extent vested, shall be exercisable for a period of ten years from the date of this Agreement a nonqualified stock option (the "Option"“Exercise Period”). 11.4 The Closing Price of a share of Common Stock shall mean (i) if the Common Stock is traded on a national securities exchange or on the Nasdaq Stock Market (“Nasdaq”), the per share closing price of the Common Stock shall be the reported closing price the principal securities exchange on which they are listed or on Nasdaq, as the case may be, on the date of determination (or if there is no closing price for such date of determination, then the last preceding business day on which there was a closing price); or (ii) if the Common Stock is traded in the over-the-counter market but bid quotations are not published on Nasdaq, the closing bid price per share for the Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Common Stock; provided, however, that in the event of a Change in Control, the closing price shall be the “Change in Control Price” as defined in the Plan. 11.5 The exercise price of the Options shall be equal to purchase 20,000 shares Fair Market Value of the Company's common ’s Common Stock on the Commencement Date, as determined under the Plan, and shall contain such other terms and conditions as set forth in the stock option agreement. The Options provided for herein are not transferable by Employee and shall be exercised only by Employee, or by his legal representative or executor, as provided in the Plan. Such Options shall terminate as provided in the Plan, except as otherwise modified by this Agreement or the stock option agreement. 11.6 In the event of a termination of Employee’s employment with the Company: (the "Shares"a) at the market price per share pursuant to Section 9.1(a), options granted and not exercised as of the close of business on the date on which this Agreement is executed, which Option Termination Date shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may terminate immediately and be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination.null and void; (b) The due to the Employee’s death, or Disability, the Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of the Company shall further grant pursuant to Executive on each anniversary date of this Agreement a nonqualified any stock option (or stock option plan to the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share extent vested as of the close of business on Termination Date shall remain exercisable in accordance with the immediately preceding August 31 or as Plan, but in no event after the expiration of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above.Exercise Period; (c) The options described in (a) and (b) above are not transferable by the Employee other than for Good Reason, Employee’s right to purchase shares of Common Stock of the Company pursuant to any third party by stock option or stock option plan to the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise extent vested as of the options. The options Termination Date shall be exercised and payment made to the Company remain exercisable in accordance with procedures provided by the Compensation Committee Plan, but in no event after the expiration of the Company.Exercise Period; and (d) All stock In the event of Employee’s termination by the Company without Cause or by Employee for Good Reason, options granted to Executive prior to this Agreement vested as of the Termination Date shall remain exercisable in effect consistent accordance with their granted termsthe Plan, but in no event after the expiration of the Exercise Period (it being agreed and acknowledged that unvested options shall be void immediately upon the occurrence of such a termination event).

Stock Options. (a) The Company hereby grants to Executive as At the first meeting of the date Board of this Agreement a nonqualified stock option (Directors following the "Option") to purchase 20,000 shares closing of the Company's common stock (the "Shares") at the market price per share as ’s contemplated Series B/B-1 financing, you will be granted an option to purchase a number of shares of Common Stock of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee Company equal to five percent (5%) of the Company’s then outstanding voting securities, calculated on a Fully-Diluted Basis (as defined below) (which number is currently anticipated to be 1,300,000 shares). In addition, you will be granted an additional option(s) (the “Additional Option(s)”) to maintain your 5% ownership interest in the Company (calculated on a Fully-Diluted Basis) in connection with the Company’s raising of up to an additional $11 million in preferred stock private equity financing(s) (in one or more transactions, which may include the second tranche of the currently contemplated Series B/B-1 financing) following the initial closing of the Series B financing (the “Additional Financing(s)”). For purposes of this letter, “Fully-Diluted Basis” shall mean that all exercisable and convertible securities of the Company shall be deemed to have been exercised and all option shares reserved for issuance under the Company’s option plan shall be deemed to have been granted. The number of Shares with respect First Option and the Additional Option(s) (collectively, the “Options”) that are ▇▇▇▇ ▇▇▇▇▇▇ March 2nd, 2004 granted to which the Option may you while you are an employee will be exercised subject to vesting over a 48-month period and each Option, once granted to you while you are an employee, shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination vest 25% of the Executive's employment with underlying Option shares on the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as one-year anniversary of the date of such termination. The Option shall be exercisable following the termination initial closing of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee Series B/B-1 financing of the Company, and Company remains the balance in 36 equal monthly installments thereafter commencing from such one-year anniversary until fully vested four years after the initial closing of the Series B/B-1 financing, provided you are a public companycontinuing employee during such period. The Options shall be granted at then fair market value and shall be “incentive stock options” to the maximum extent permitted under the IRS rules. The Options shall be immediately exercisable, meaning that they can be exercised in the manner described whole or in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable part prior to any third party by the Executive except vesting, but they shall be subject to a revocable living trust established by Company repurchase right exercisable upon the Executive termination of your employment, which repurchase right shall lapse as the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company become vested in accordance with procedures provided by the Compensation Committee terms of the Companythis letter. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company and the Employee hereby grants acknowledge that on March 7, 2008, the Company granted to Executive the Employee options to purchase 612,500 shares of the Company’s common stock pursuant to the “AVANT Immunotherapeutics, Inc. 2008 Stock Option and Incentive Plan”, having an exercise price of $8.16 per share (the “Options”), none of which Options are vested as of the date of hereof. As additional consideration for this Agreement a nonqualified stock option Agreement, Employer and Employee hereby agree that, (the "Option"i) to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date hereof, 153,125 of such termination. The Option the Options shall be deemed vested and exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 “Vested Options” and the shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the optionsVested Options, the “Option Shares”); (ii) the Vested Options and the Option Shares are and shall remain subject to the terms of the lock-up letter executed and delivered by Employee on October 15 2007; (iii) the Vested Options shall terminate at 5:00 p.m. Eastern time on March 7, 2011, unless exercised by Employee prior to that time; and (iv) Employee shall give at least ten (10) days’ prior written notice to Employer of Employee’s intention to sell or otherwise transfer Option Shares, and, unless Employer waives this clause (iv) in writing, Employee shall sell no more than 15,000 (as adjusted for stock splits, stock combinations, and the like) Option Shares during any sixty (60) day period. As of the date hereof, all Options (other than the Vested Options) are hereby terminated and shall hereafter be of no further force or effect. The options shall be exercised Option Grant Agreement entered into as of March 7, 2008, by Employer and payment made to the Company Employee is hereby amended as set forth in accordance with procedures provided by the Compensation Committee of the Companythis Section 7. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The 11.1 As an inducement to Employee to enter into this Agreement, the Company hereby grants to Executive Employee, as of the date of execution of this Agreement a nonqualified stock option (the "Option") Agreement, options to purchase 20,000 shares of the Company's common stock ’s Common Stock, $.001 par value, as follows: Subject to the terms and conditions of the Company’s 2000 Employees’ Stock Option Plan (the "Shares") at “Plan”), and the market price per share as terms and conditions set forth in the Stock Option Agreement which are incorporated herein by reference, the Employee is hereby granted options to purchase 400,000 shares of the close Company’s Common Stock, which shall vest as follows: (a) 133,333 shall vest upon the Company achieving Breakeven Operations; (b) 133,334 shall vest if the Company realizes quarterly revenue of business at least $1,800,000 from the sales of Inscrybe software and maintenance services prior to the end of the 2009 calendar year; (c) 44,445 shall vest upon issuance and 44,444 shall vest on the date first anniversary of issuance and 44,444 shall vest on which this Agreement is executedthe second anniversary of issuance, which Option shall become exercisable so as long as Executive is Employee continues to be an employee of the CompanyCompany but subject to Section 11.2 hereto (the “Options”). The number exercise price of Shares with respect to which the Option may be exercised Options shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination fair market value per share of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable Company’s Common Stock as of the date of issuance and shall contain such terminationother terms and conditions as set forth in the stock option agreement. The Option Options provided for herein are not transferable by Employee and shall be exercisable following exercised only by Employee, or by his legal representative or executor, as provided in the Plan. Such Options shall terminate as provided in the Plan, except as otherwise modified by this Agreement. 11.2 In the event of a termination of the Executive's Employee’s employment with the Company pursuant to Section 9.1(c) or 9.3(e) or by the Employee for Cause as defined Good Reason, notwithstanding anything herein or in Section 12 hereofany stock option agreement to the contrary, for a period (a) the Employee’s right to purchase shares of forty-eight (48) hours from Common Stock of the Company pursuant to any stock option granted prior to the effective date of such terminationthis Agreement, to the extent the Option was exercisable as of the date of such termination. shall immediately fully vest and become exercisable, (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") exercise period in which Employee may exercise his options to purchase an additional 5,000 shares of the Company's Company common stock (shall be extended to the "Shares") at the market price per share duration of their original term, as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is Employee remained an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive terms of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The such options shall be exercised deemed amended to take into account the foregoing provisions. For purposes of clarity, Employee and payment made to Company agree that the occurrence of a Change in Control shall not affect the provisions of this Section 11.1. 11.3 In the event of a termination of Employee’s employment with the Company pursuant to Section 9.1(b), options granted and not exercised as of the Termination Date shall terminate immediately and be null and void. 11.4 In the event of a termination of Employee’s employment with the Company due to any other reason, the options granted shall be exercisable only in accordance with procedures provided by the Compensation Committee of the Companystock option plan under which they were granted. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company hereby grants to Executive as of Employee has been granted the date of this Agreement a nonqualified stock option (the "Option") following options to purchase 20,000 shares of the Company's ’s common stock: (i) an option exercisable for 329,673 shares of Company common stock granted on May 23, 2018, with vesting dependent on achievement of certain performance milestones (the "Shares"“Performance Option”); (ii) at an option exercisable for 162,800 shares of Company common stock granted on November 3, 2016, with vesting over time; (iii) an option exercisable for 329,673 shares of Company common stock granted on May 23, 2018, with vesting over time; and (iv) an option exercisable for 432,692 shares of Company common stock granted on January 27, 2019, with vesting over time (each of the market price per share options described in (ii), (iii) and (iv) is referred to as a “Time-Based Option” and collectively the options described in (ii), (iii) and (iv) are referred to as the “Time-Based Options”). The Parties agree that for purposes of determining the number of shares of the Company’s common stock that Employee is entitled to purchase from the Company pursuant to the exercise of the Time-Based Options, Employee will be considered to have vested only up to the Separation Date. The Parties agree that for purposes of determining the number of shares of the Company’s common stock that Employee is entitled to purchase from the Company pursuant to the exercise of the Performance Options, none of the performance milestones have been met as of the close Separation Date, and that the Performance Option, to the extent not already expired, shall expire as of business on the date on which Separation Date. In consideration of Employee’s execution of this Agreement is executed, which Option shall become exercisable so long as Executive is an employee and Employee’s fulfillment of all of the Company. The number terms and conditions of Shares this Agreement, upon the expiration of eight (8) days after Employee signs and returns this Agreement, provided Employee does not revoke this Agreement in accordance with the provisions of Section 21, the Company shall accelerate the vesting of each of the Time-Based Options so that each of the Time-Based Options is vested with respect to which all of the shares subject to each Time-Based Option may be exercised shall be cumulative so that if (the full number “Additional Vesting”). Employee’s rights and obligations with respect to each of Shares shall not have been purchased, any such unpurchased Shares Time-Based Options shall continue to be included governed by the terms and conditions of the Company’s 2009 Equity Incentive Plan or the Company’s 2018 Equity Incentive Plan, as applicable, and the respective Notice of Stock Option Grant and Stock Option Agreement evidencing such Time-Based Option (collectively, the “Stock Option Agreements”), except that Employee shall not in any calendar week exercise any Time-Based Option, and the number of Shares Company shall not process any such exercise, with respect to which a number of shares that, together with all other exercises by Employee of Time-Based Options in that same calendar week, exceeds the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination number that is ten percent (10%) of the Executive's employment with average daily trading volume for the Company for other than Cause as defined in Section 12 hereoften trading days immediately preceding such exercise(s), for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's ’s common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 Nasdaq Capital Market (or as of the end of the fiscal year if not August 31, such other market on which Option shall become exercisable so long as Executive is an employee of the Company’s common stock is then traded), and Company remains a public companyas reported by Nasdaq (or such other market). Employee acknowledges that without this Agreement, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are Employee is otherwise not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be exercised and payment made entitled to the Company in accordance with procedures provided by the Compensation Committee of the CompanyAdditional Vesting consideration. (d) All stock options granted to Executive prior to this Agreement remain in effect consistent with their granted terms.

Stock Options. (a) The Company Corporation hereby grants to Executive as of the date of this Agreement a nonqualified stock an option (the "Option") to purchase 20,000 5,700 shares of the CompanyCorporation's common stock (such shares being the "Option Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Companyset forth below. The number of Shares with respect to which the Option may option granted by this paragraph 5(a) can be exercised shall be cumulative so that if the full number of Shares shall not have been purchasedas follows: Year 1 - May 1, 1997 to April 30, 1998 - 1900 shares Year 2 - May 1,1998 to April 30, 1999 - 3800 shares less any such unpurchased Shares shall continue shares executed in Year 1 Year 3 - May 1, 1999 to be included April 30, 2000 - 5700 shares less any shares executed in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination.Years 1 & 2 (b) The Company shall further grant price to be paid by Executive on for each anniversary date of this Agreement a nonqualified stock option Option Share (the "OptionThe " Option Price") to shall be $20.00. All payments of purchase an additional 5,000 shares price must be made in cash in full at the time of delivery of the Company's common stock (Option Shares to Executive. Executive may exercise the "Shares") at the market price per share as option granted hereunder and purchase Option Shares by giving written notice of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option his election to exercise his option hereunder. The notice shall become exercisable so long as Executive is an employee of the Companycomply with Section 22 hereof, and Company remains a public company, in shall state the manner described in Section 5(a) abovenumber of Option Shares which Executive desires to purchase. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiaryaccompanying terms set forth in this Section 5 shall be deemed to be the sole and exclusive property of Executive and can not be sold, assigned, transferred, pledged or otherwise disposed of in any manner whatsoever by Executive. The options may be exercised only Any attempt by Executive to purchase whole shares. No fractional shares will be issued upon exercise sell, assign, transfer, pledge or otherwise dispose of the options. The options granted him hereunder shall be exercised absolutely void, and payment made to shall not be binding upon the Company in accordance with procedures provided by the Compensation Committee of the CompanyCorporation or its successors and assigns. (d) All The existence of the options hereunder shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments recapitalizations, reorganizations or other changes in its capital structure or its business, or any merger or consolidation, of the corporation, or any issue of bonds, debentures, preferred or prior preference stock options granted ahead of or affecting the common stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. (e) If after the date hereof while the option is outstanding, the Corporation shall effect a subdivision or combination of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of common stock outstanding (other than the issuance or repurchase of shares for fair consideration, then (i) in the event of an increase in the number of such shares outstanding, the number of Option Shares then subject to the option shall be proportionately increased and the Option Price shall be proportionately reducedand (ii) in the event of a reduction in the number of such shares outstanding, the number or Option Shares then subject to the option shall be proportionately reduced and the Option Price shall be proportionately increased. (f) Executive prior to this Agreement remain acknowledges that the Option Shares may be "restricted stock" within the meaning of Rule 144 of the Securities Act of 1533. and may be disposed of only in effect consistent accordance with their granted termsRule 144.

Stock Options. (a) The Company hereby grants Executive shall be entitled to Executive as participate in employee stock plans from time to time established for the benefit of employees of the date Company in accordance with the terms and conditions of this Agreement a nonqualified stock option (such plans. Simultaneously with the "Option") to purchase 20,000 shares closing of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee consolidation of the Company, Executive shall receive pursuant to and Company remains subject to the Company’s 2000 Incentive Plan (the “Plan”), a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive stock option grant for 15,000 shares of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the optionsrestricted stock. The options shall be exercised and payment made exercisable as follows: (i) 50% on the closing of the consolidation pursuant to the Company in accordance with procedures provided Company’s Registration Statement on Form S–4 at an option exercise price of $15.00 per share and (ii) 50% on the six-month anniversary of such Closing at an option exercise price equal to the price that the stock is trading on the date of grant or if there is no established market, at the fair market value of the stock as determined by the Compensation Committee Board of Directors in its sole discretion. Executive has previously received a grant of 10,000 shares of restricted stock pursuant to the Plan which shares shall be subject to repurchase by the Company on termination of Executive’s employment for a price of $.01 per share, which repurchase option shall lapse in four nearly equal installments on each of the Company. (d) All first, second, third and fourth anniversary of the date of grant. Notwithstanding the foregoing, stock options granted to Executive prior shall become fully exercisable and repurchase restrictions on stock grants shall lapse in full upon (i) a Change of Control of the Company (as defined herein) or (ii) Executive’s termination of employment by Executive with Good Reason or by the Company without Cause, and Executive shall have one (1) year from such termination, or remaining term of the option, if earlier, to exercise such options. Notwithstanding the foregoing, in the event this Employment Agreement remain is terminated by the Company without Cause, then (i) the obligation of the Company to grant stock options to the Employee for subsequent years shall also terminate except that the stock options to be granted for the next succeeding year shall be granted as of and as a condition to the termination and (ii) the Company’s right to repurchase the restricted stock issued pursuant to the Plan shall not lapse except as to the lapse of the right that would have occurred in effect consistent with their granted termsthe year subsequent to the termination.

Stock Options. (a) On January 18, 2005, the Company granted Luciano a non-statutory stock option to acquire 600,000 shares of the Company’s common stock under the Plan (the “Initial Option”), at an exercise price per share equal to the fair market value of a share of the Company’s common stock as of January 18, 2005 (as determined in accordance with the Plan). The Initial Option shall vest over five years from the date of grant, with 20% of the shares covered thereby vesting on each of the first five anniversaries of January 18, 2005, subject to Luciano’s continued employment with the Company hereby grants through each such vesting date. (b) In addition to Executive the Initial Option, so long as Luciano is continuously employed by the Company through July 1, 2005, the Company shall grant to Luciano on July 1, 2005 (or as soon as practicable thereafter), a non-statutory stock option to acquire an additional 600,000 shares of the Company’s common stock under the Plan (the “Additional Option”), at an exercise price per share equal to the fair market value of a share of the Company’s common stock as of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares grant of the Company's common stock Additional Option (as determined in accordance with the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Plan). The Additional Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares vest (i) with respect to which 20% of the Option may be exercised shall be cumulative so that if shares covered thereby on each of the full number first four anniversaries of Shares shall not have been purchasedJuly 2005, any such unpurchased Shares shall continue to be included in the number of Shares and (ii) with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination remaining 20% of the Executive's shares covered thereby on the fifth anniversary of the Effective Date, in each case, subject to Luciano’s continued employment with the Company for other than Cause as defined in Section 12 hereof, for a period of ninety (90) days from the date of through each such termination, to the extent the Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) abovevesting date. (c) The In the event that Luciano’s employment is terminated by Bally without cause (as defined in the Employment Agreement), the then vested and outstanding portion of any options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional acquire shares will be issued upon exercise of the options. The options shall be exercised and payment made to the Company in accordance with procedures provided by the Compensation Committee of the Company’s common stock granted to Luciano shall remain outstanding and exercisable until the first anniversary of the date of termination, but in no event beyond the term of such options, at which time the unexercised portion of any such options shall expire. For the avoidance of doubt, the unvested portion of any options to acquire shares of the Company’s common stock held by Luciano at the time of the termination of his employment shall terminate and expire as of such termination of employment. (d) All stock options granted Other than as expressly set forth herein, the Initial Option and the Additional Option, when granted, shall be subject to Executive prior to this Agreement remain in effect consistent with their granted termsall of the applicable terms and conditions of the Plan.