Common use of Purchase Option Clause in Contracts

Purchase Option. (a) The Company shall have the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The In the event that on or prior to the fourth anniversary of the Closing Date, any Management Shareholder shall cease to be employed by the Company or any of its Subsidiaries for any reason (including, but not limited to, death, disability, retirement at age 65 or more under the Company’s or of its Subsidiaries’ normal retirement policies, resignation or termination by the Company or any of its Subsidiaries, as the case may be, with or without Cause), not including a leave of absence approved by the Company, such Management Shareholder shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by the Board, the Company’s designee, shall have the right and option at any time within 90 days after the later of the effective date of such termination of employment (the "Purchase Option"“Termination Date”) or the date of the Company’s receipt of the aforesaid notice, (which 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days), to purchase from the Employee, for a sum of $.001 per share (the "Option Price")such Management Shareholder, any part or all of the Unvested Incentive Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the terminated Management Shareholder of its intention (or the intention of its designee, as applicable) to purchase Unvested Incentive Shares at any time not later than 90 days after the Termination Date (which 90-day period shall be extended if such transaction is subject to regulatory approval until the Employee ceases expiration of five Business Days after all such approvals have been received, but in no event later than 180 days). The right of the Company (or its designee, as applicable) set forth in this Section 4.04 to purchase a terminated Management Shareholder’s Unvested Incentive Shares (and the Unvested Incentive Shares of the persons or entities deemed to be employed by included in the Company for any reason or no reason, with or without cause, before definition of such Management Shareholder pursuant to this Agreement) is hereinafter referred to as the date the “Purchase Option expires. Option.” (b) The Purchase Option shall expire with respect be exercised by written notice to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period terminated Management Shareholder signed by an officer of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control on behalf of the Company. For purposes Such notice shall set forth the number of Unvested Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Unvested Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee good title to such of the Unvested Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, a "Change and concurrently with such delivery, the Company and/or its designee shall deliver to the seller the full amount of the Option Purchase Price for such Securities in Control" means an event cash by certified or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):bank cashier’s check.

Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ____________ (a) The Company shall have the right and option (the "“Holder”), as registered owner of this Purchase Option") , to purchase from the Employee, for a sum of $.001 per share Fortissimo Acquisition Corp. (the "Option Price"“Company”), Holder is entitled, at any part time or all from time to time upon the later of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day consummation of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year Business Combination or ___________ __, 2007 (“Commencement Date”), and at or before 5:00 p.m., New York City local time, ________ __, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in which the earnings per share for each fiscal year whole or in such periodpart, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. up to __________ (4________) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors units (“Units”) of the Company, in reliance upon the opinion each Unit consisting of one share of common stock of the Employee's physician or upon Company, par value $0.0001 per share (“Common Stock”), and two warrants (“Warrant(s)”) expiring four years from the opinion of one or more physicians selected by the Company. effective date (5“Effective Date”) Notwithstanding the provisions of the Plan registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the contrarypublic (“Offering”). Each Warrant is the same as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $____ per Unit so purchased; provided, however, that upon the occurrence of a Change in Control any of the Companyevents specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):The term “

Purchase Option. (a) The Company A total of 900,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, for that fiscal year is at least 1.5 times the earnings per share for consultancy with, or other service to the Company's 2001 fiscal year, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. For purposes Provided that the Purchaser continues to be an employee, officer, Director or consultant of this paragraph (1) the earnings per share for Company until 60 months after the Company's 2001 fiscal yearVesting Commencement Date, prior to adjustment, when all of the Stock purchased hereunder shall be $1.09vested. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the right and option (the "Purchase Option") to purchase from purchase, and if the Employeeoption is exercised, for a sum you (or your executor or the administrator of $.001 per share your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Option PriceGrantor")) shall sell to the Company and/or its assignee(s), all or any part or all portion (at the Company's option) of the Option Shares if and/or the Employee ceases to be employed Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"). (b) The Company for any reason or no reason, with or without cause, before shall give notice in writing to the date Grantor of the exercise of the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: within one (1) The last day year from the date of the Company's 2002 fiscal year if termination of your relationship or such Change of Control. Such notice shall state the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes number of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Plan Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the contrary, purchasers) the occurrence of a Change in Control certificates or instruments evidencing the Purchasable Shares being purchased, (d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. For purposes A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's rights under this Section 6 shall terminate upon the consummation of this Agreement, a "Change Qualifying Public Offering (as defined in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):the Plan).

Purchase Option. (a) The Company A total of 4,100,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, except as provided by Section 4(b) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, for that fiscal year is at least 1.5 times the earnings per share for consultancy with, or other service to the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Stock shall vest at the end of each month after December 15, 1998 (1) the earnings per share for "Vesting Commencement Date"), provided that the Company's 2001 fiscal yearPurchaser continues to be an employee, prior to adjustmentofficer, Director or consultant of the Company until 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be $1.09vested. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) The Company shall have the right and option "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (the "Purchase OptionCompany") ), Holder is entitled, at any time or from time to purchase time from the Employeelater of: (i) the consummation of an Acquisition Transaction, for a sum of $.001 per share Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Option PriceCommencement Date"), any part and at or all before 5:00p.m., Eastern Time, ending on the earlier of the Shares if the Employee ceases to be employed by the Company for any reason (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or no reason, with or without cause, before (ii) the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which this purchase warrant is redeemed, in accordance with the earnings per share for each fiscal year terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in such periodwhole or in part, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed up to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors [____] Units of the Company, as described in reliance upon the opinion Prospectus of the Employee's physician or Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Option. This Purchase Option is initially exercisable at $12.50 per Unit; provided, however, that upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control any of the Companyevents specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be adjusted as therein specified. For purposes of this AgreementThe term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):depending on the context.

Purchase Option. (a) The Company A total of 2,500,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the first day of each month following October 1, 1999 (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (Diii) below (including If Purchaser's services as an event employee, officer, consultant or occurrence that constitutes a Change in Control under one member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such subsections but is specifically exempted from another such subsection):service following the Acquisition, the portion of the Stock which would have

Purchase Option. (a) The Company Upon the Grantee’s Termination Date, the Company, or its assignee, shall have the right and option (right, but not the "Purchase Option") obligation, to purchase from Grantee, or Grantee’s personal representative, as the Employee, for a sum of $.001 per share (the "Option Price")case may be, any part or all of the Shares shares of Stock which have been purchased by Grantee pursuant to exercise of the Option, on the terms set forth herein (the “Purchase Option”). (b) The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Grantee (or his or her transferee or personal representative, as the case may be), within ninety (90) days following Xxxxxxx’s Termination Date, or if later, ninety (90) days after the Employee ceases date Grantee exercises such Option, a notice in writing indicating the Company’s intention to exercise the Purchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice, at a purchase price determined in accordance with subparagraph 5(b)(i) or (ii) below, as applicable: (i) If Xxxxxxx’s Termination Date is due to any circumstances not described in Section 5(b)(ii), the purchase price to be employed paid by the Company for any reason or no reason, with or without cause, before shares of Stock to be purchased by the date the Purchase Option expires. The Purchase Option shall expire with respect Company pursuant to all the shares on the earliest of the following dates or events: (1this Section 5(b) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09the Fair Market Value of such shares as of Grantee’s Termination Date. (2ii) The last day If Grantee’s Termination Date is due to the termination of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of Grantee’s employment by the Company beginning after or an Affiliate for Cause, the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed purchase price to be permanently disabled if he has been unable to perform his duties for paid by the Company for a six consecutive month period. The determination shares of disability Stock pursuant to this Section 5(b) shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs lesser of: (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one the Fair Market Value of such subsections but is specifically exempted from another such subsection):shares on Grantee’s Termination Date and (B) the original Exercise Price stated on the first page of this Option Agreement.

Purchase Option. (a) The Company A total of 1,900,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, except as provided by Section 4(b) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, for that fiscal year is at least 1.5 times the earnings per share for consultancy with, or other service to the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Stock shall vest at the end of each month after December 15, 1998 (1) the earnings per share for "Vesting Commencement Date"), provided that the Company's 2001 fiscal yearPurchaser continues to be an employee, prior to adjustmentofficer, or consultant of the Company until 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be $1.09vested. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) a. The Company Shares shall have be subject to the right and option (the "Purchase Option") set forth in this Section 2. In the event that Grantor shall cease to be engaged, either as a consultant or as an employee, by the Company (including a parent or subsidiary of the Company) under the circumstances set forth in Section 2(b) of this Agreement (the "Section 2(b) Event"), the Company shall have the right, at any time within 90 days after the date Grantor ceases to be so engaged (the "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Employee, for Grantor at a sum purchase price of $.001 1.00 per share (as adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) below, upon the terms hereinafter set forth. b. If any part of the following items (i), (ii) or (iii) occurs: i. Grantor repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date 2 which is 18 months following the date of the successful completion of the IPO without the prior written consent of the Company; or ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which is 18 months following the date of the successful completion of the IPO, with "Cause," as defined in Section 6 of such Employment Agreement; prior to the occurrence of any Termination Event (as defined in Section 9), then the Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares; (B) Following the IPO, the Company may exercise the Purchase Option as to a number of Shares if equal to the Employee ceases total number of Shares less an aggregate number of Shares equal to be employed the product (rounded down to the nearest whole Share) of (i) 1/18 times (ii) the aggregate number of full calendar months following the IPO that Grantor has been engaged as an employee to the Company, times (iii) the total number of Shares (100) The Company shall not have the right to exercise the Purchase Option in the event Grantor's employment by the Company under the Employment Agreement is terminated for death, disability, "without Cause" or for any other reason except as provided in Section 2(b) above. c. The Purchase Option may be exercised by the Company by giving notice to the Grantor in accordance with Section 13.1 hereof stating that the Company has elected to acquire the Shares subject to the Purchase Option. Each sale and purchase in accordance with the rights so exercised shall be thereafter completed without avoidable delay by the transfer and assignment of such Shares to the Company and payment of the Option Price. The Option Price shall be payable, at the option of the Company, by cancellation of all or no a portion of any outstanding indebtedness of the Grantor to the Company or by payment in cash (by check), or both. d. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Grantors' engagement with the Company, for any reason, with or without cause, before cause as provided in the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09applicable Employment Agreement. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of ___________________ (a) The Company shall have collectively, with its successors and permitted assigns and/or transferees, the right and option “Holder”), as registered owner of this Purchase Option, to TransTech Services Partners Inc. (the "Purchase Option"“Company”), Holder is entitled, at any time or from time to time after the closing of the Offering (as defined below) to purchase and during the period commencing (the “Commencement Date”) on the later of: (i) the consummation of a Business Combination and (ii) __________________, 2007 [six months from the Employeeeffective date of the registration statement], for a sum and expiring (the “Expiration Date”) at or before 5:00 p.m., New York City local time, __________________, 2010 [three years from effective date of the registration statement], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Two Hundred Eighty One Thousand Two Hundred Fifty (281,250) units (the “Units”) of the Company, each Unit consisting of one share of common stock of the Company, par value $.001 .0001 per share (the "Option Price"“Common Stock”), any part or all and one warrant (the “Warrant”) to purchase one share of Common Stock expiring three years from the effective date (the “Effective Date”) of the Shares if registration statement (the Employee ceases “Registration Statement”) pursuant to be employed which Units are offered for sale to the public (the “Offering”). Except as otherwise specifically set forth herein, each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement as set forth therein or in the warrant agreement with respect thereto between the Company for any reason or no reasonand Continental Stock Transfer & Trust Company dated as of _______________, with or without cause2007, before a form of which is attached hereto as Exhibit A. If the date the Purchase Option expires. The Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire with respect to all the shares on the earliest of next succeeding day that is not such a day in accordance with the following dates or events: (1) The last day of terms herein. During the Company's 2002 fiscal year if period ending on the Company's earnings per shareExpiration Date, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after agrees not to take any action that would terminate the 2001 fiscal year in which Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit (the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled“Exercise Price”). The Employee shall be deemed number of Units purchasable hereunder and the Exercise Price are subject to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, adjustment as provided in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Companythis Purchase Option. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The If in accordance with the terms of the Plan, the Company shall have the right and option (the "Purchase Option") to purchase from purchase, and if the Employeeoption is exercised, for a sum you (or your executor or the administrator of $.001 per share your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor") shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option PriceShares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"), any part or all . (b) The Company shall give notice in writing to the Grantor of the Shares if exercise of the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before Purchase Option within one (1) year from the date the Purchase Option expires. The Purchase Option shall expire with respect to all arises under the shares on the earliest terms of the following dates or events: (1) The last day Plan. Such notice shall state the number of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the Plan date of notice of exercise of the purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the contrarypurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the occurrence Grantor shall have failed to obtain the release of a Change in Control any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To assure the enforceability of the Company's rights under this Section 5, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2002 STOCK OPTION PLAN FOR KEY EMPLOYEES AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. For purposes of this Agreement, a A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of CRT CAPITAL GROUP LLC (“CRT”), as registered owner of this Purchase Option (this “Purchase Option”), to ADVANCED TECHNOLOGY ACQUISITION CORP. (“Company”), CRT is entitled, at any time or from time to time upon the later of (a) The Company shall have ___________, 2007, and (b) the right and option consummation of a Business Combination (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"“Commencement Date”), any part and at or all of the Shares if the Employee ceases before 5:00 p.m., Eastern Time, _____________, 2011 (“Expiration Date”), but not thereafter, to be employed by the Company for any reason subscribe for, purchase and receive, in whole or no reasonin part, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect up to all the shares on the earliest of the following dates or events: 1,500,000 units (1“Units”) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion each Unit consisting of one share of common stock of the Employee's physician or upon Company, par value $.0001 per share (“Common Stock”), and one warrant (“Warrant(s)”) expiring five years from the opinion of one or more physicians selected by the Company. effective date (5“Effective Date”) Notwithstanding the provisions of the Plan registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the contrarypublic (“Offering”). Each Warrant is the same as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the warrants underlying the Units will expire five years from the Effective Date. If the Expiration Date is not a Business Day (as defined below), then this Purchase Option may be exercised on the next succeeding Business Day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $8.80 per Unit so purchased; provided, however, that upon the occurrence of a Change in Control any of the Company. For purposes events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of this AgreementUnits (and shares of Common Stock and Warrants) to be received upon such exercise, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):shall be adjusted as therein specified.

Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) The Company shall have the right and option "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (the "Purchase OptionCompany") ), Holder is entitled, at any time or from time to purchase time from the Employeelater of: (i) the consummation of an Acquisition Transaction, for a sum of $.001 per share Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Option PriceCommencement Date"), any part and at or all before 5:00p.m., Eastern Time, ending on the earlier of the Shares if the Employee ceases to be employed by the Company for any reason (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or no reason, with or without cause, before (ii) the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which this purchase warrant is redeemed, in accordance with the earnings per share for each fiscal year terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in such periodwhole or in part, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed up to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors 137,500 Units of the Company, as described in reliance upon the opinion Prospectus of the Employee's physician or Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Option. This Purchase Option is initially exercisable at $12.50 per Unit; provided, however, that upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control any of the Companyevents specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be adjusted as therein specified. For purposes of this AgreementThe term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):depending on the context.

Purchase Option. (a) The Company A total of 1,500,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one eighth (1/8) of this paragraph the Shares shall vest six months after March 10, 2000 (1the "Vesting Commencement Date") the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09and 1/48/th/ over a forty-two month period thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs (A) the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through (D) below (including an event or occurrence that constitutes a Change in Control under one the second anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) The Company A total of 1,350,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 337,500 of this paragraph the Shares shall vest one year from December 6, 1999 (1the "Vesting Commencement Date"), then one forty-eighth (1/48) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs (A) the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through (D) below (including an event or occurrence that constitutes a Change in Control under one the second anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Sale of the Company or a Change of Control occurs, the Company (and/or its designees) shall have the option (the “Purchase Option”) to purchase, and you or your transferees (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by transfer, bequest or inheritance, in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with you, the “Grantor”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the “Purchasable Shares”), subject to the Company’s compliance with the conditions hereinafter set forth. (b) The Company shall have give notice in writing to the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expires. The Purchase Option shall expire with respect to all within six (6) months from the shares on the earliest date of the following dates termination of your employment or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period engagement or such Sale of the Company beginning after or Change of Control. Such notice shall state the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year number of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share as of the Plan date of the notice of exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the contraryFair Market Value per share less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased. Any purchase price shall be paid in cash. The closing of such purchase shall take place at the Company’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the occurrence Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of a Change in Control the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To assure the enforceability of the Company’s rights under this Section 7, each certificate or instrument representing Common Stock held by you shall bear a conspicuous legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN. For purposes A COPY OF SUCH OPTION PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (e) The Company’s rights under this Section 7 shall terminate upon the consummation of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Qualifying Public Offering.

Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) through (g) below: (a) If the Employee’s active service with the Company or a Subsidiary is terminated by the Employee or by the Company for Cause, the Company and/or its designee(s) shall have the option (the “Purchase Option”) to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Shares held by the Grantor (such Shares collectively being referred to as the “Purchasable Shares”). (b) The Company shall have give notice in writing to the right and option Grantor of the exercise of the Purchase Option within one (1) year after the "Purchase Option") to purchase from date of Termination of Service of the Employee, for a sum . Such notice shall state the number of $.001 per share (the "Option Price"), any part or all of the Purchasable Shares if the Employee ceases to be employed purchased by the Company for any reason or and the determination of the purchase price of such Purchasable Shares. If no reasonnotice is given within the time limit specified above, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to have terminated. (c) The purchase price to be permanently disabled if he paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company’s principal executive offices within ten (10) days after the purchase price has been unable determined. At such closing, the Grantor shall deliver to perform his duties the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the Company for a six consecutive month periodpurchase price by check of the purchaser(s). The determination In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of disability shall be made any pledge or other encumbrance on any Purchasable Shares by the Board scheduled closing date, at the option of Directors the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To ensure the enforceability of the Company’s rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in reliance substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (e) The Company’s rights under this Section 7 shall terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 150,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 37,500 of this paragraph the Shares shall vest on December 6, 2000 (1the "Vesting Commencement Date"), then one forty-eighth (1/48) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (Diii) below (including If Purchaser's services as an event employee, officer, consultant or occurrence that constitutes a Change in Control under one member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such subsections but is specifically exempted from another service following the Acquisition, the portion of the Stock which would have vested absent such subsection):termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) The Company From and after the date of this Amendment and though the close of business on the day immediately preceding the first anniversary of the date of this Amendment (the "Term"), Tenant shall have the right to purchase the entire interest of Landlord in the Property, at a purchase price of Five Million Dollars ($5,000,000) net to Landlord and option on the other terms and conditions set for below (the "Purchase Option"). (b) Tenant shall exercise the Option by delivering written notice thereof (the "Notice") to purchase from Landlord at any time during the Employee, for a sum of $.001 per share (the "Option Price"), any part or all Term of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, Option in accordance with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest Section 40 of the following dates or events: (1) The last day Lease. If Tenant exercises the Option, the closing of the Company's 2002 fiscal year if purchase and sale of the Company's earnings per shareProperty will occur at a time and place specified in the Notice; provided, determined as set forth in Exhibit A heretohowever, for that fiscal year is at least 1.5 times such closing shall occur within 30 days of the earnings per share for giving of the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Notice by Tenant and shall be $1.09within Dade County, Florida. (2c) The last day At closing, Landlord shall convey to Tenant by special warranty deed fee simple title to the Property, free and clear of all mortgages, liens and encumbrances of any kind, except for (i) liens for taxes not yet due and payable, and (ii) such easements, imperfections or irregularities which are minor in nature and will not, either individually or collectively, adversely affect the value of the Company's 2003 fiscal year if Property or the earnings per shareuse thereof (such permitted encumbrances specified in the foregoing clause (i) and (ii) being collectively called the "Permitted Encumbrances"). Moreover, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times Landlord shall execute and deliver all other customary closing documents reasonably requested by Tenant or the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09title company. (3d) The last day of a three consecutive fiscal year period At closing, Tenant shall pay the purchase price to Landlord by cashier's check, certified check or other readily available funds. Tenant shall also pay (i) all unpaid rent or other charges due and owing under the Lease, and (ii) all expenses and costs incurred in connection with the exercise of the Company beginning after Option, including, without limitation, title insurance premiums, transfer or stamp taxes, closing fees and recording fees. Landlord shall furnish to Tenant, at Tenant's expense, an ALTA Owner's Policy, dated as of the 2001 fiscal year closing date, from a title company licensed to do business in which Florida, with standard non-survey exceptions deleted showing Tenant as having good and marketable fee simple title in the earnings per share for each fiscal year in such periodProperty, determined as set forth in Exhibit A heretosubject only to the Permitted Encumbrances, is and, at the request of Tenant given at least 1.15 times the earnings per share for the preceding fiscal year 10 business days prior to closing, provide, at Tenant's expense, a survey of the CompanyProperty as required to delete all standard survey exceptions from such Owner's Policy. (4e) The date Landlord shall not, without the Employee dies prior written consent of Tenant, cause or becomes permanently disabled. The Employee shall be deemed permit any lien or encumbrance (other than current liens and encumbrances) to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance created upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan attach to the contraryProperty or increase the amount of indebtedness secured by current mortgages against the Property until in either case the Option shall have expired without being exercised. Attached as Exhibit B hereto is a list of currently outstanding mortgages, liens and other encumbrances against the occurrence of a Change in Control of Property and, where applicable the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):currently outstanding indebtedness secured thereby.

Purchase Option. (a) The All of the Shares subject to this Agreement shall be subject to the Company’s right to purchase the Shares (the “Purchase Option”), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Grant Date. Until the Purchase Option lapses the Shares shall be referred to herein as “Unreleased Shares.” (b) If Participant ceases to be a Service Provider for any reason, specified below, the Company or its assignee shall have the right and option (the "Purchase Option") to purchase from Participant (or Participant’s personal representative, as the Employee, for a sum of $.001 per share case may be) the Participant’s vested Unreleased Shares as follows: (i) To the "Option Price"), any part or all extent vested as of the Shares Separation Date, if the Employee a Participant ceases to be employed a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a result of Participant’s death, at a purchase price equal to the Fair Market Value of such Shares as of the date of such termination; (ii) To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company for any reason or no reasonCause, with or without cause, before at a purchase price equal to $0.01 per Share as of the date of such termination; and (iii) Notwithstanding the foregoing, in the event of Participant’s material breach of the terms of any agreement with the Company that is in effect on or after Participant’s Separation Date, including Section 8 hereof if applicable, at a purchase price equal to $0.01 per Share as of the date of such breach, to the extent vested as of the date of such breach. (c) The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Participant (or his or her transferee or legal representative, as the case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option expiresand setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price therefor. (d) At its option, the Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (e) Should any provision of the Purchase Option shall expire with respect be determined by a court of law to all be ineffective or unenforceable, the shares on Company reserves the earliest right to delay exercise of such Purchase Option until such time as it becomes effective and enforceable; provided, however, that in any such event, the following dates or events:Company reserves the right to assign its right to purchase Shares hereunder to a Principal Investor (as such term is defined in the Stockholders’ Agreement). (1f) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):agreement:

Purchase Option. (a) The Company A total of 1,500,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 187,500 shares shall vest on October 4, 2000 (the "Vesting Commencement Date"), and one forty-eighth (1/48) of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Stock shall be $1.09vest monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made Stock, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon Stock repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs (A) the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through (D) below (including an event or occurrence that constitutes a Change in Control under one the second anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) The Company A total of 800,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the first day of each month following October 1, 1999 (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):the Stock

Purchase Option. (a) The Company shall have In the right and option (event that the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee Member ceases to be employed by provide services to the Company or any parent or subsidiary of the Company for any reason or no reason, with or without cause, before after the date completion of vesting of all or a portion of the Member Shares pursuant to this Agreement, the Company shall have the right and option (the “Purchase Option”) to purchase some or all of the Vested Shares (as defined below) from the Member, for a sum equal to the product of (i) the Option Price (as defined below) and (ii) the number of Vested Shares to be purchased (the “Aggregate Option Price”). (b) The Company may exercise the Purchase Option expiresby delivering or mailing to the Member (or his estate in the event of his death), within 90 days after the Cessation of Services Date, a written notice of exercise of the Purchase Option. The Such notice shall specify the number of Vested Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period. (c) Within 10 days after delivery to the Member of the Company’s notice of the exercise of the Purchase Option pursuant to subsection (b) above, the Company shall pay to the Member the Aggregate Option Price for such Vested Shares. (d) On and after the Option Closing Date (as defined below), the Company shall not make any distribution to the Member on account of any Vested Shares or permit the Member to exercise any of the privileges or rights of a member of the Company with respect to all such Vested Shares, but shall, in so far as permitted by law, treat the shares on Company as the earliest owner of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09such Vested Shares. (2e) The last day of Option Price may be payable, at the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors option of the Company, in reliance upon the opinion cancellation of all or a portion of any outstanding indebtedness of the Employee's physician Member to the Company or upon the opinion of in cash (by check) or both. (f) The Company may assign its Purchase Option to one or more physicians selected by the Companypersons or entities. (5g) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this AgreementSection 6, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):the following definitions shall apply:

Purchase Option. (a) The Company shall have hereby agrees to issue and sell to the right Representative (and/or its designees) on the Effective Date and to deliver on the Closing Date an option (the "Purchase “Representative’s Option"”) for the purchase of an aggregate of 75,045 Shares (representing 5% of the Firm Shares sold in the Offering) for an aggregate purchase price of $100.00 substantially in the form of Exhibit A attached hereto (the “Representative’s Option Agreement”). The Representative’s Option shall be exercisable, in whole or in part, at any time or from time to purchase time commencing on a date which is one year from the EmployeeEffective Date and expiring on the four-year anniversary of the Effective Date at an initial exercise price per Share of $8.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Option Agreement and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Securities during the first year after the Effective Date and, by its acceptance thereof, shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Securities, or any portion thereof, or allow the Representative’s Securities to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of one year following the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. Effective Date to anyone other than (4i) The date the Employee dies an Underwriter or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians dealer selected by the Company. (5) Notwithstanding Representative that participates in the provisions offer and sale of the Plan Public Securities (each, a “Selected Dealer”) in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or Selected Dealer; provided that any such transferee agrees to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):foregoing lock-up restrictions.

Purchase Option. In the event that a Member or an assignee of a --------------- Member or an assignee thereof (areferred to in this Section 26(e) The as the "Transferor") violates impermissibly the transfer restrictions set forth in this Agreement, withdraws without the consent of the Managing Members, assigns to one or more creditors, pledges, or otherwise directly or indirectly encumbers or hypothecates, all or any portion of such person's interest in the Company (the affected portion of such Member's interest in the Company is hereinafter referred to in this Section 26(e) as the "Option Interest"), whether such violation, withdrawal, assignment, gift, pledge, encumbrance or hypothecation is voluntary or involuntary, the persons identified as Optionees below shall have the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), acquire all or any part or all portion of the Shares if Option Interest, including all or any portion of the Employee ceases Option Interest which has been assigned or gifted to, or pledged or otherwise encumbered or hypothecated for the benefit of, a third party. Any third party who receives an interest in all or any portion of an Option Interest shall receive such interest subject to be employed this Purchase Option. Provided, however, this Section 26(e) shall not apply and there is no Purchase Option created when such interest is (a) encumbered by an involuntary lien, (b) hypothecated with the consent of the Executive Committee or (c) hypothecated in connection with a Company loan which has been approved by the Company for any reason or no reason, with or without cause, before the date Executive Committee. The persons possessing the Purchase Option expireswith respect to any impermissible transfer, withdrawal, assignment to one or more creditors, pledge, encumbrance or hypothecation of an interest in the Company shall be all Members whose interests are not (in whole or in part) subject to this Purchase Option ("Optionees"). Each such Member shall have the right to purchase his or its Proportionate share of the Option Interest, and any portion of the Option Interest that one or more of such persons does not elect to purchase may be purchased by the other persons wishing to do so on a Proportionate basis (counting, for this purpose, only those persons interested in purchasing an additional portion of the Option Interest), and this process shall be repeated until elections have been received to purchase the entire Option Interest or until there is no further interest in purchasing any further portion of the Option Interest. The Purchase Option shall expire with respect to may be exercised at any time within sixty (60) days following the date on which each Member receives written notice that such transfer, withdrawal, assignment, pledge, encumbrance or hypothecation has occurred, and the identity of each person holding all the shares on the earliest or a portion of the following dates Option Interest. Each such Optionee wishing to exercise his or events: its Purchase Option may do so by providing written notice to the Managing Members (1) The last day or, if all or a portion of the Company's 2002 fiscal year Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) within sixty (60) days following receipt of the notice referred to in the preceding sentence, which notice to the Managing Members (or, if all or a portion of the Company's earnings per shareManaging Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall state that the Purchase Option is being exercised and shall specify the portion of the Option Interest that he or it wishes to acquire pursuant to the Purchase Option. The Managing Members (or all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall then take all steps necessary or appropriate to reconcile the notices (so that all interested persons acquire only that portion of the Option Interest to which they are entitled) and, once such reconciliation has occurred, shall provide written notice to any or all third parties holding all or a portion of the Option Interest specifying that the Purchase Option has been exercised and the portion of the Option Interest held by each such third party that is to be acquired pursuant to exercise of the Purchase Option. Each electing Optionee shall pay to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non- Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) who shall then pay as nominee of such Optionee to the appropriate person or persons, the value of the portion of the Option Interest (determined as set forth provided herein) in Exhibit A heretowhich such person(s) has (have) an interest. Such amount shall be paid via cash, one or more certified or cashier's checks or a combination of cash and one or more certified or cashier's checks. In the event that exercise of the Purchase Option, or the purchase of all or any portion of an Option Interest pursuant thereto, is delayed or stayed for that fiscal year any reason pursuant to judicial order or by operation of the United States bankruptcy laws or other applicable insolvency laws, each electing Optionee may elect not to proceed with purchase of all or any portion of the Option Interest or may, within sixty (60) days after the judicial order or the U.S. bankruptcy and/or insolvency laws is at least 1.5 times (are) no longer applicable, elect to proceed with the earnings per share for the Company's 2001 fiscal yearcontemplated transaction. For purposes of this paragraph (1determining the value of an interest in the Company being acquired pursuant to the Purchase Option, the value of the Assets shall first be determined pursuant to Section 11 hereof, and the value of the Transferor's entire interest in the Company shall be equal to the amount that the Transferor would have been entitled to receive pursuant to Section 12(c) hereof assuming a cash sale of the earnings per share Assets for the Company's 2001 fiscal year, such value had occurred immediately prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control the event which triggered the Purchase Option. The value of each portion of the Company. For purposes Option Interest being acquired pursuant to the Purchase Option shall be equal to the value of this Agreementthe Transferor's entire interest in the Company multiplied by the percentage interest represented by such interest being acquired pursuant to the exercise of the Purchase Option less an amount equal to any loss, a "Change in Control" means an event damage, injury, cost, expense or occurrence set forth in any one or more of paragraphs (A) through (D) below other amount (including an event attorney's fees) suffered by the Company or occurrence that constitutes the Members as a Change in Control under one result of such subsections but is specifically exempted from another such subsection):the impermissible transfer of the Option Interest by the Transferor.

Purchase Option. (a) The Company All of the Stock shall have be subject to the right and option of the Corporation to repurchase the Stock (the "Purchase Option") to purchase from as set forth in this Section 3. In the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee ceases event Purchaser shall cease to be employed by the Company Corporation before completion of any Purchaser's employment term with the Corporation (including a parent or subsidiary of the Corporation) for any reason reason, or no reason, with or without cause, before excluding, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. The Purchase Option Following a Termination, the Corporation shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on terminated Purchaser or his or her personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoSection 1 hereof (the "Option Price"), a portion of the Stock computed as follows: (i) If the Termination of any Purchaser giving rise to the right to exercise the Purchase Option for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes his or her shares of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, Stock occurs on or prior to adjustmentApril 30, 2001 (the "Commencement Date"), the Purchase Option shall be $1.09apply to 100% of the Stock of the terminated Purchaser. (2ii) The last day If the Termination of any Purchaser giving rise to the right to exercise the Purchase Option occurs after the Commencement Date, the Purchase Option shall apply to that portion of the Companyterminated Purchaser's 2003 fiscal year if Stock which is a fraction of 100% of the earnings per shareStock, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes numerator of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, which shall be $1.09a number equal to 61 minus the total number of calendar days elapsed from the Closing Date to the date of Termination, and the denominator of which shall be 61. (3b) The last day of Within 90 days following a three consecutive fiscal year period Termination, the Corporation shall notify the terminated Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Stock pursuant to exercise of the Company beginning after Purchase Option. If the 2001 fiscal year in which Corporation (or its assignee) elects to purchase the earnings per share for each fiscal year in such periodStock hereunder, determined as it shall set forth in Exhibit A hereto, is at least 1.15 times the earnings per share a date for the preceding fiscal year closing of the Company. transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (4or its assignee) The date shall tender payment for the Employee dies or becomes permanently disabledStock and the certificates representing the Stock so purchased shall be cancelled. The Employee Option Price shall be deemed to be permanently disabled if he has been unable to perform his duties for payable, at the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors option of the CompanyCorporation, in reliance upon by deducting the opinion value of the Employee's physician employment service not performed or upon the opinion by cancellation of one all or more physicians selected by the Company. (5) Notwithstanding the provisions any outstanding indebtedness of the Plan Purchaser to the contrary, the occurrence of a Change Corporation or in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event cash or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):by check.

Purchase Option. (a) The Company All of the Stock shall have be subject to the right and option of the Corporation to repurchase the Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall, prior to purchase from the Employee, for closing of a sum of $.001 per share (the "Option Price"), any part or all registered public offering of the Shares if the Employee ceases Corporation's Common Stock, cease to be employed by the Company Corporation (including a parent or subsidiary of the Corporation) for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "Option Price"), all of the Stock. (b) Within 180 days following a Termination, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Corporation (or its assignee) elects to purchase the Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or its assignee) shall tender payment for the Stock and the certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Corporation or in cash or by check. (c) The Purchase Option shall expire with respect to all and shall be of no effect upon the shares on the earliest occurrence of any of the following dates or eventsfollowing: (1i) The last day one year after the date of this Agreement, (ii) a change of control of the Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act)), other than the holders of any of the Company's 2002 fiscal year if securities as of the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes date of this paragraph Agreement, is or becomes the beneficial owner (1as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of securities of the earnings per share for Company representing a majority of the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day combined voting power of the Company's 2003 fiscal year if then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the earnings per shareexercise of all outstanding options and all other securities which are convertible to voting securities, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times or (iii) upon the earnings per share for approval by the Company's 2001 fiscal year. For purposes shareholders of this paragraph (2A) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day sale of a three consecutive fiscal year period all or substantially all of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in reliance which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company, or (iv) upon the opinion termination of the Employee's physician or upon employment from the opinion of one or more physicians selected Company, by the CompanyCompany without Cause as defined in the Employee's Employment Agreement. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company shall have the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), all or any part of the Stock received pursuant to this Agreement that has not as yet vested in accordance with the vesting schedule set forth in Section 3 of this Agreement ("Unvested Shares") on the following terms and conditions: (a) The Company shall, simultaneously with termination of your Continuous Service, purchase at the Price Per Share all of the Unvested Shares, unless the Company agrees to waive its Purchase Option as to some or all of the Shares if the Employee ceases to Unvested Shares. Any such waiver shall be employed exercised by the Company for any reason by written notice to you or no reasonyour representative (with a copy to the Escrow Agent) within ninety (90) days after the termination of your Continuous Service, with or without cause, before and the date Escrow Agent may then release to you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Purchase Option expires. as to all of the Unvested Shares, then upon such termination of your Continuous Service, the Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is purchasing. (b) The Purchase Option Company shall expire pay for the purchase of any Unvested Shares with respect to all which it exercises its Purchase Option in cash or by cancellation of purchase money indebtedness within ninety (90) days after the shares on the earliest termination of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09your Continuous Service. (2c) The last day Stock issued under this Agreement shall be held in escrow pursuant to the terms of the Company's 2003 fiscal year if the earnings per share, determined Joint Escrow Instructions attached hereto as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):C.

Purchase Option. (a) The Company Stock shall have be subject to the right and following option (the "Purchase Option") to purchase from ): a. In the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee event Purchaser ceases to be continuously employed by the Company Company, or a parent or subsidiary of the Company, for any reason or no reason, with or without cause, before the date Company may exercise the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal yearOption. For purposes the purpose of this paragraph (1) 4, Purchaser's "continuous employment" shall cease when Purchaser ceases to be actively employed by the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of Company or a three consecutive fiscal year period parent or subsidiary of the Company beginning after as determined by and in the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year sole discretion of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion . A leave of absence (regardless of the Employeereason therefor) shall be deemed to constitute the cessation of Purchaser's physician or upon the opinion of one or more physicians selected active employment unless such leave is authorized by the Company. Company in writing and Purchaser returns to work within the time specified in such authorization or in any amendment thereto. The date when continuous employment ceases is hereinafter referred to as the Termination Date. The Company shall have the right at any time within sixty (560) Notwithstanding days after the provisions later of the Plan Termination Date or the date any approved leave terminates (if employee fails to return within the contrarytime specified) to purchase the Stock from Purchaser at the price per share paid by Purchaser pursuant to this Agreement ("Option Price"). The Purchase Option shall terminate, the occurrence of and cease to be exercisable, with respect to any and all Stock in which Purchaser acquires a Change in Control of the Companyvested interest. For purposes of this Agreement, Purchaser shall acquire a "Change vested interest in Control" means an event or occurrence set forth 24% of the Stock on October 31, 1997. Purchaser shall acquire a vested interest in the remaining 76% of the stock in equal monthly installments over the 38 months thereafter, such that Purchaser shall have a fully vested interest in all of the Stock on December 31, 2000. Notwithstanding the foregoing, Purchaser shall not acquire a vested interest in any one shares of Stock after the Termination Date. Nothing in this Agreement shall affect in any manner whatsoever the at will status of Purchaser's employment or more the right or power of paragraphs the Company, or a parent or subsidiary of the Company, to terminate Purchaser's employment at any time, for any reason, with or without cause. b. The Purchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer of the Company and delivered or mailed as provided in subsection 9(b). The Company may pay for the shares of Stock it has elected to repurchase (Ai) through by delivery of a check in the amount of the repurchase price for the Stock being repurchased, (Dii) below by cancellation by the Company of an amount of Purchaser's indebtedness to the Company or (including an iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. If exercised by the assignees pursuant to subsection 4(c), the Purchase Option shall be exercised by written notice signed by the exercising assignees and delivered or mailed as provided in subsection 9(b). Such assignees shall pay for the shares of Stock they have elected to repurchase by delivery to Purchaser or his executor of a check in the amount of the repurchase price. c. In the event the Company for any reason elects not to exercise the Purchase Option pursuant to subsection 4(b), the Company may assign it, provided that the Purchase Option shall not extend beyond the 60 days described in subsection 4(a). In the event that the Company or occurrence such assignee does not elect to exercise the Purchase Option as to all of the shares of Stock subject to it, the Purchase Option shall expire as to all shares that constitutes a Change in Control under one of the Company and such subsections but is specifically exempted from another such subsection):assignees have not elected to purchase.

Purchase Option. a. The parties acknowledge that the Employee is the owner of 1,000,000 shares of the common stock of the Company (a) the "Stock"). The Employee agrees that, in the event the Employee ceases to be continuously employed by the Company, or a parent or subsidiary of the Company, for any reason, with or Without Cause, the Company shall have the right and an option (the "Purchase Option") to purchase repurchase from the Employee, for a sum Employee up to 80% of $.001 per share the shares of Stock now owned by the Employee (the "Option Price"800,000 shares), any part or all as more fully described below. The number of shares of Stock subject to the Shares if Purchase Option shall decrease from month to month during the term of this Agreement as set forth below in subsection (b) of this Section 6. For the purposes of this Section 6, Employee's "continuous employment" shall cease when Employee ceases to be actively employed by the Company for any reason or no reason, with a parent or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day subsidiary of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit . A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes leave of this paragraph absence (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day regardless of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2reason therefor) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for constitute the cessation of Employee's active employment unless such leave is authorized by the Company for a six consecutive month periodin writing and Employee returns to work within the time specified in such authorization or in any amendment thereto. The determination of disability shall be made date when continuous employment ceases is hereinafter referred to as the Termination Date. b. For so long as the Employee remains continuously employed by the Board Company, and subject to the provisions of Directors Section 8 herein, the Purchase Option shall lapse and no longer be exercisable in monthly allotments, as equal in amount as is possible, over a period of forty-eight (48) months. Accordingly, for so long as the Employee remains continuously employed by the Company and subject to the provisions of Section 8 herein, (i) the Purchase Option shall lapse and no longer be exercisable as to 16,667 shares of Stock (as adjusted for any stock splits, combinations, recapitalizations and the like with respect to the outstanding shares of capital stock of the Company) on the first day of each month commencing September 1, in reliance upon 1997 and continuing thereafter through August 1, 2001, and (ii) the opinion Purchase Option shall lapse and no longer be exercisable as to the final 16,651 shares of Stock (as adjusted for any stock splits, combinations, recapitalizations and the like with respect to the outstanding shares of capital stock of the Employee's physician or upon Company) subject to the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions Purchase Option on September 1, 2001. The death of the Plan to the contrary, the occurrence of Employee and a Change in Control shall be deemed to constitute events resulting in the cessation of continuous employment of the Company. For Employee for purposes of this Agreement, a "Change in Control" means an Section 6. In the event of the death of the Employee or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one prior to any other Termination Date, the Purchase Option shall lapse and no longer be exercisable as to 50% of such subsections but the shares of Stock which remain subject to the Purchase Option as of the date of Employee's death or the Change in Control, as the case may be; PROVIDED, HOWEVER, upon a Change in Control, in the event that the Employee is specifically exempted from another such subsection):not offered a position to remain with the Company (or the successor thereto) at a level of responsibility (with respect to the business conducted by the Company) and compensation that is equivalent to or greater than the level of responsibility and compensation of Employee with the Company immediately prior to the Change in Control, the Purchase Option shall fully lapse and shall no longer be exercisable as to the remainder of the shares of Stock which remain subject to the Purchase Option as of the date of the Change in Control. c. The Purchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer of the Company and delivered to Employee within sixty (60) days of the Termination Date. The purchase price for the shares of Stock which are subject to the Purchase Option, which shall be specified in the written notice of the Company to Employee,

Purchase Option. (a) The Company A total of 2,000,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 500,000 of this paragraph the Shares shall vest one year from November 22, 1999 (1the "Vesting Commencement Date"), then one forty-eighth (1/48) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs (A) the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through (D) below (including an event or occurrence that constitutes a Change in Control under one the second anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. A total of ____ shares of the Stock (a"Purchasable Shares") The Company shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from serve as a consultant to the EmployeeCompany, for a sum of $.001 per share (the "Option Price")any reason, any part or all of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). ____ shares of the Stock have a Vesting Date of ____ __, for that fiscal year is at least 1.5 times ____. Subject to consultancy with the earnings per share Company, one twenty-fifth (1/25) of the remaining Stock shall vest on the fifteenth of each month after ____ __, ____ (the "Vesting Commencement Date"). Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2001 fiscal yearoption, such closing may be consummated by mail as provided in Section 9(c) hereof. For purposes of this paragraph At such closing, the Company (1or its assignee) the earnings per share shall tender payment for the Company's 2001 fiscal year, prior to adjustment, Unvested Shares and the certificates representing the Unvested Shares so purchased shall be $1.09. (2) canceled. The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Option Price shall be $1.09. (3) The last day of a three consecutive fiscal year period payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) The through (g) below: (a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, for a sum of $.001 per share the Grantor (as defined below) shall sell to the "Option Price"Company and/or its assignee(s), all or any part or all portion (at the Company's option) of the Shares if held by the Employee ceases Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be employed purchased by the Company for any reason or and the determination of the purchase price of such Purchasable Shares. If no reasonnotice is given within the time limit specified above, with or without cause, before the date the Purchase Option expires. shall be deemed to have terminated. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall expire with respect to all be the shares on the earliest Book Value (as defined below) per share as of the following dates date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Purchasable Shares shall be paid in cash or events:by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (1d) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of rights under this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Section 12 shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. Generator hereby grants to Customer the option to purchase a System (a) The Company shall have the right and option (the "Purchase Option") on the seventh (7th) anniversary of the Commercial Operation Date and at the end of the Initial Term. Customer must provide a notification to Generator of its intent to purchase from at least ninety (90) Business Days and not more than one hundred eighty (180) Business Days prior to the Employee, for a sum of $.001 per share (the "Option Price"), any part or all end of the Shares if applicable anniversary. The Parties shall arrange the Employee ceases sale under customary terms and conditions for the purchase and sale of a facility of this type and size, which terms and conditions shall provide, among other things, that (i) Generator shall transfer good title to be employed by the Company for Customer upon Generator’s receipt of the purchase price, but otherwise disclaims all warranties of any reason kind, express or no reasonimplied, concerning the System, "as is, where is, with all faults"; (ii) Generator shall assign to Customer any manufacturers’ warranties that are in effect as of the purchase date, and which are assignable pursuant to their terms; and (iii) upon such transfer of title, the Agreement shall terminate automatically. Upon purchase of the System, Customer shall assume complete responsibility for the operation and maintenance of the System, as well as liability for the performance of the System and for the related real estate obligations, if any, with respect to the Site, and Generator shall have no further liabilities of obligations hereunder. Generator shall cooperate with Customer in connection with any such sale, including responding to due diligence requests and seeking any necessary approvals, provided that such cooperation shall not require Generator to incur any material out-of-pocket costs unless such costs are reimbursed by Customer. If Customer exercises the Purchase Option, Customer shall pay the higher of Fair Market Value or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth Price listed in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Schedule A.

Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) through (g) below: (a) If the Employee’s active service with the Company or a Subsidiary is terminated by the Employee or by the Company for Cause, the Company and/or its designee(s) shall have the option (the “Purchase Option”) to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Shares held by the Grantor (such Shares collectively being referred to as the “Purchasable Shares”). (b) The Company shall have give notice in writing to the right and option Grantor of the exercise of the Purchase Option within one (1) year after the "Purchase Option") to purchase from date of Termination of Service of the Employee, for a sum . Such notice shall state the number of $.001 per share (the "Option Price"), any part or all of the Purchasable Shares if the Employee ceases to be employed purchased by the Company for any reason or and the determination of the purchase price of such Purchasable Shares. If no reasonnotice is given within the time limit specified above, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to have terminated. Service Agreement July, 2007 (c) The purchase price to be permanently disabled if he paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company’s principal executive offices within ten (10) days after the purchase price has been unable determined. At such closing, the Grantor shall deliver to perform his duties the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the Company for a six consecutive month periodpurchase price by check of the purchaser(s). The determination In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of disability shall be made any pledge or other encumbrance on any Purchasable Shares by the Board scheduled closing date, at the option of Directors the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To ensure the enforceability of the Company’s rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in reliance substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (e) The Company’s rights under this Section 7 shall terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company All of the Stock shall have be subject to the right and option of the Corporation to repurchase the Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall, prior to purchase from the Employee, for closing of a sum of $.001 per share (the "Option Price"), any part or all registered public offering of the Shares if the Employee ceases Corporation's Common Stock, cease to be employed by the Company Corporation (including a parent or subsidiary of the Corporation) for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "Option Price"), all of the Stock. (b) Within 180 days following a Termination, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Corporation (or its assignee) elects to purchase the Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or its assignee) shall tender payment for the Stock and the certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Corporation or in cash or by check. (c) The Purchase Option shall expire with respect to all and shall be of no effect upon the shares on the earliest occurrence of any of the following dates or eventsfollowing: (1i) The last day one year after the date of this Agreement, (ii) a change of control of the Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the holders of any of the Company's 2002 fiscal year if securities as of the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes date of this paragraph Agreement, is or becomes the beneficial owner (1as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of securities of the earnings per share for Company representing a majority of the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day combined voting power of the Company's 2003 fiscal year if then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the earnings per shareexercise of all outstanding options and all other securities which are convertible to voting securities), determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times or (iii) upon the earnings per share for approval by the Company's 2001 fiscal year. For purposes shareholders of this paragraph (2A) the earnings per share for sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's 2001 fiscal yearthen outstanding shares that would be deemed a change in control pursuant to clause (i), prior to adjustmentabove), shall be $1.09. or (3C) The last day a plan of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year liquidation or dissolution of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) The through (g) below: (a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, for a sum of $.001 per share the Grantor (as defined below) shall sell to the "Option Price"Company and/or its assignee(s), all or any part or all portion (at the Company's option) of the Shares if held by the Employee ceases Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of Termination of Service of the Employee. Such notice shall state the number of Purchasable Shares to be employed purchased by the Company for any reason or and the determination of the purchase price of such Purchasable Shares. If no reasonnotice is given within the time limit specified above, with or without cause, before the date the Purchase Option expires. shall be deemed to have terminated. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall expire with respect to all be the shares on the earliest Book Value (as defined below) per share as of the following dates date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Purchasable Shares shall be paid in cash or events:by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing <PAGE> -4- shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (1d) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is rights under this Section 7 shall terminate upon the consummation of an Initial Public Offering. (f) "Book Value" shall mean the book value of a Share at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day end of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year quarter in which the earnings per share for each fiscal year in such periodtermination of active service occurs, as determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for on a six consecutive month period. The determination of disability shall be made fully diluted basis by the Board of Directors of in good faith. Such determination shall be conclusive and binding on all persons. (g) "Grantor" shall mean, collectively, the CompanyEmployee, in reliance upon the opinion Employee's assignee, the executor or the administrator of the Employee's physician or upon estate in the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions event of the Plan to Employee's death, and the contrary, Employee's legal representative in the occurrence of a Change in Control event of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Employee's incapacity.

Purchase Option. (a) The On the terms and subject to the conditions set forth in this Section 2.2, in connection with any Securities Sale, (i) each Specified Holder agrees, severally and not jointly, to offer to sell to the Company, at a purchase price per share determined in accordance with this Section 2.2, a number of Equity Securities determined by multiplying (A) the aggregate number of such Specified Holder’s Sold Securities by (B) 17.647% (the resulting number of securities, the “Offered Securities”) and (ii) in the event, and to the extent, that the Company shall exercise the election to purchase all or a portion of the Offered Securities as provided in this Section 2.2 (the “Purchase Option”), each Specified Holder agrees, severally and not jointly, to sell to the Company, and the Company agrees to purchase from each Specified Holder, at the purchase price per share determined in accordance with this Section 2.2, that portion of the Offered Securities as to which such election shall have been exercised. (b) No later than two Business Days prior to the date on which a Specified Holder proposes to consummate a Securities Sale, such Specified Holder shall deliver a written notice (a “Sale Notice”) to the Company and Silver Lake stating the terms and conditions of such proposed Securities Sale, including (i) such Specified Holder’s bona fide intention to effect the Securities Sale; (ii) the name of any purchaser or transferee of such Equity Securities, if known; (iii) the number of Equity Securities that such Specified Holder proposes to Transfer; (iv) the expected date of consummation of the Securities Sale; and (v) the terms and conditions of such proposed Transfer, if known. (c) In the event a Secondary Sale is actually consummated, each Specified Holder participating in such Secondary Sale shall promptly deliver a written notice to the Company and Silver Lake following the consummation of such Secondary Sale (and in any event within two Business Days after such consummation) (such notice, the “Secondary Sale Consummation Notice”) and the Company shall have the right and option (right, but not the "Purchase Option") obligation, to purchase from each Specified Holder participating in such Secondary Sale, by delivery of written notice to such Specified Holder no later than two Business Days following receipt of the EmployeeSecondary Sale Consummation Notice (such two Business Day period, for a sum “Secondary Option Election Period”), such number of $.001 Offered Securities related to such Secondary Sale at the same price per share (net of any fees (including underwriting fees) or commissions that would have otherwise been deducted from such price before being remitted to the "Specified Holder in connection with such Securities Sale) as the price per share of the Sold Securities subject to such Secondary Sale (such price per share, the “Secondary Sale Price”); provided, that if the Sold Securities were sold at multiple prices in such Secondary Sale, the Secondary Sale Price shall be the weighted average sale price of such Sold Securities. A Secondary Sale may be effected in a single transaction or in a series of transactions occurring within no more than a 20 Business Day period. If a Secondary Sale is effected in a series of transactions, each Specified Holder participating in such Secondary Sale shall deliver a single Secondary Sale Consummation Notice after completion of the final sale in such series of transactions. If neither the Company nor any assignee thereof exercises the Purchase Option Price"under this Section 2.2(c), any part or all then such Specified Holder shall have the right to Transfer the Offered Securities pursuant to a Secondary Sale for a ten Business Day period following the expiration of the Shares Secondary Option Election Period at a price per share no lower than (without the prior written consent of the Company or such assignee) the Secondary Sale Price. If the Specified Holder does not Transfer such Offered Securities within such ten Business Day period, then such Specified Holder shall be required to comply with the terms of this Section 2.2 in any subsequent Transfer of such Offered Securities by such Specified Holder. (d) In the event a DIK Sale is actually consummated, each Specified Holder participating in such DIK Sale shall promptly deliver a written notice to the Company and Silver Lake following the consummation of such DIK Sale (and in any event within one Business Day after such consummation) (such notice, the “DIK Sale Consummation Notice”) and the Company shall have the right, but not the obligation, to purchase from each Specified Holder, by delivery of written notice to such Specified Holder no later than the fifth trading day following receipt of the DIK Sale Consummation Notice (such five trading day period, a “DIK Option Election Period”), such number of Offered Securities related to such DIK Sale at a price per share of the Sold Securities subject to such DIK Sale equal to the volume weighted average of the trading price of one share of Common Stock on NASDAQ (as reported by Bloomberg L.P. or, if the Employee ceases to be employed not reported therein, in another authoritative source mutually selected by the Company for any reason or no reason, with or without cause, before and such Specified Holder in good faith) over the four consecutive trading day period beginning on (and including) the date on which such DIK Sale is consummated (such price per share, the “DIK Sale Price”). If neither the Company nor any assignee thereof exercises the Purchase Option expiresunder this Section 2.2(d), then such Specified Holder shall have the right to Transfer the Offered Securities pursuant to a DIK Sale for a five Business Day period following the expiration of the DIK Option Election Period. The If the Specified Holder does not Transfer such Offered Securities within such five Business Day period, then such Specified Holder shall be required to comply with the terms of this Section 2.2 in any subsequent Transfer of such Offered Securities by such Specified Holder. (e) Payment for any Offered Securities in respect of which the Company or its assignee exercises the Purchase Option set forth in this Section 2.2 shall expire with respect be made in cash by, at the option of the applicable Specified Holder, check or wire transfer to all such Specified Holder upon delivery of the shares Offered Securities acquired pursuant to such exercise of the Purchase Option set forth in this Section 2.2 to the Company or its assignee, as applicable. Payment for and delivery of such Offered Securities may occur up to 10 Business Days following the exercise of such Purchase Option; provided that, in the event that payment and delivery occurs after the second Business Day following such exercise, interest shall start accruing from and after the third Business Day following such exercise on the earliest aggregate purchase price at a rate of 8.00% per annum to, but excluding, the date of payment. (f) Each Specified Holder represents and warrants, severally and not jointly, that it is a sophisticated investor and knows that the Company or the assignee, as the case may be, may from time to time, including at the time of any exercise of rights set forth in Section 2.2, be in possession of material, nonpublic information regarding the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to its decision to sell the Offered Securities or otherwise materially adverse to its interests, and agrees that the Company or assignee, as the case may be, shall have no obligation to disclose such information or any other information to it. Each of the following dates Specified Holders, severally and not jointly, hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action it has or events: (1) The last day may have against the Company or its assignee, as applicable, and their respective affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of any information in connection with the sale of Offered Securities pursuant to the exercise of rights set forth in this Section 2.2. Each Specified Holder further agrees, severally and not jointly, that to the extent requested by the Company or its assignee to be confirmed in writing at the time of the Company's 2002 fiscal year if exercise of its rights set forth in this Section 2.2 or at the Company's earnings per sharesettlement of any sale pursuant to such exercise, determined it shall make such customary “big boy” representations and warranties to, and agreements with, the Company or its assignee, including (i) such representations, warranties and agreements as set forth in Exhibit A heretothe two preceding sentences and (ii) that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Offered Securities. (g) Notwithstanding anything to the contrary set forth in this Agreement, for that fiscal year is the provisions of this Section 2.2 shall terminate with respect to any Specified Holder at such time as such Specified Holder, together with its Affiliates, ceases to hold Equity Securities representing at least 1.5 times 50,000 shares of Common Stock; provided that, if this Section 2.2 remains in effect with respect to a Specified Holder immediately prior to a Securities Sale (including a Secondary Sale effected in a series of transactions over multiple days) by such Specified Holder, the earnings per share for provisions of this Section 2.2 shall continue to apply with respect to such Securities Sale, notwithstanding that such Specified Holder, together with its Affiliates, may hold less than 50,000 shares of Common Stock immediately following such Securities Sale. (h) The exercise or non-exercise by the Company's 2001 fiscal year. For Company or its assignee of its rights set forth in this Section 2.2 shall not adversely affect its rights to exercise such rights in connection with any subsequent Securities Sale by a Specified Holder pursuant to this Section 2.2. (i) Each party hereto hereby agrees to and shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other customary agreements, certificates, instruments and documents, as another party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this paragraph (1) Section 2.2 and the earnings per share for consummation of the Company's 2001 fiscal year, prior to adjustment, shall be $1.09transactions contemplated hereby. (2j) The last day If a Specified Holder proposes to consummate a Secondary Sale pursuant to Section 2.3, then, notwithstanding the foregoing provisions of Section 2.2(b), the Company's 2003 fiscal year if the earnings per share, determined as set forth reference in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2Section 2.2(b) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee “two Business Days” shall be deemed to be permanently disabled if he has been unable to perform his duties for “one Business Day.” (k) In the event that the Company declines to exercise in full the Purchase Option for a six consecutive month period. The determination of disability shall be made by any Securities Sale (the Board of Directors of Offered Securities with respect to which the CompanyCompany does not exercise the Purchase Option, in reliance upon the opinion of “Unexercised Securities”), the Employee's physician or upon the opinion of Company may assign such purchase right to one or more physicians selected by members of the Company. (5) Notwithstanding Silver Lake Group with respect to the Unexercised Securities for such Securities Sale. In such case, each Specified Holder shall comply with the provisions of the Plan to the contrary, the occurrence of a Change in Control this Section 2.2 for such Securities Sale as if such member of the Company. For purposes of this AgreementSilver Lake Group were the Company hereunder, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):mutatis mutandis.

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) The through (vii) below: (i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"), (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of Termination (as defined in the Employment Agreement) of the Option Holder's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase from price of such Purchasable Shares. If no notice is given within the Employeetime limit specified above, the Purchase Option shall be deemed to have terminated. (iii) The purchase price to be paid for a sum the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of $.001 any Shares, the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the "applicable per share Option Price")exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. The purchase price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, any part the Grantor shall deliver to the purchaser(s) the certificates or all instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares if the Employee ceases to be employed by the Company for any reason or no reasonscheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events:encumbered. (1iv) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of rights under this paragraph (1m) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The All of the Shares subject to this Agreement shall be subject to the Company’s right to purchase the Shares (the “Purchase Option”), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Grant Date. Until the Purchase Option lapses the Shares shall be referred to herein as “Unreleased Shares.” (b) If Participant ceases to be a Service Provider for any reason, specified below, the Company or its assignee shall have the right and option (the "Purchase Option") to purchase from Participant (or Participant’s personal representative, as the Employee, for a sum of $.001 per share case may be) the Participant’s vested Unreleased Shares as follows: (i) To the "Option Price"), any part or all extent vested as of the Shares Separation Date, if the Employee a Participant ceases to be employed a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a result of Participant’s death, at a purchase price equal to the Fair Market Value of such Shares as of the date of such termination; (ii) To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company for any reason or no reasonCause, with or without cause, before at a purchase price equal to $0.01 per Share as of the date of such termination; and (iii) Notwithstanding the foregoing, in the event of Participant’s material breach of the terms of any agreement with the Company that is in effect on or after Participant’s Separation Date, excluding Section 9 of any Employment Agreement that Participant might have with the Company, if applicable, at a purchase price equal to $0.01 per Share as of the date of such breach, to the extent vested as of the date of such breach. (c) The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Participant (or his or her transferee or legal representative, as the case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option expiresand setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price therefor. (d) At its option, the Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (e) Should any provision of the Purchase Option shall expire with respect be determined by a court of law to all be ineffective or unenforceable, the shares on Company reserves the earliest right to delay exercise of such Purchase Option until such time as it becomes effective and enforceable; provided, however, that in any such event, the following dates or events:Company reserves the right to assign its right to purchase Shares hereunder to a Principal Investor (as such term is defined in the Stockholders’ Agreement). (1f) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):agreement:

Purchase Option. Exercise 1. RMSA shall be entitled, either on its own behalf and/or through any company directly or indirectly controlled by and/or related to RMSA and/or affiliates thereof, to exercise, at its sole discretion, the option to purchase One Hundred Percent (a100%) The Company of the Properties (hereinafter, the "Option to Purchase") at any time after the lapse of one year from this Agreement coming into full force and effect. For such purposes, RMSA shall have serve written and sufficient notice of its intention to exercise said Option to Purchase upon OWNERS, specifying therein the right and option name of the company to which the OWNWERS should convey title to the Properties. 2. In the event RMSA resolved to exercise the Option to Purchase, RMSA shall pay in a lump sum to OWNERS in consideration for the acquisition of one hundred percent (100%) of the Properties the aggregate amount of TWO MILLION UNITED STATES DOLLARS (USD 2,000,000), the "Purchase OptionPrice", which amount shall be paid upon execution of the deed of conveyance of the Properties. 3. In the event RMSA should cause the Properties to go into production, OWNERS shall be entitled to receive 1% on NET SMELTER RETURN (a right herein referred to as "1% NSR Royalty") as provided for by Annex 2. Payment of said 1% NSR Royalty shall be effected within thirty (30) days after a six-month period has lapsed from commencement of production at the Properties. Notwithstanding the foregoing, RMSA shall be entitled to purchase from at any time and at its sole discretion, such 1% NSR Royalty, in the Employeeaggregate and single amount of USD 4,000,000 (FOUR MILLION United States Dollars). OWNERS hereby accept and grant the right to purchase contemplated in the previous sentence to RMSA and further agree that their right to collect the 1% NSR Royalty shall be subject to the condition that the Properties actually go into production. Furthermore, for OWNERS agree that said 1% NSR Royalty may be replaced by a sum of $.001 per share (0.5% Royalty which shall be paid over all the "Option Price"), any part or all useful life of the Shares if the Employee ceases field and shall not be subject to be employed purchase by RMSA, except upon mutual agreement by the Company for any reason or no reason, with or without cause, before parties. 4. In the date event that upon exercising the Purchase Option expiresany payments as described in Section Three remained outstanding and had not become due as of such date, said payments shall be no longer in force and therefore, RMSA shall not be required to effect said payments. In such event, RMSA shall solely pay the price established in Subsection 2 of Section Eight. 5. The deed of conveyance of title to RMSA shall be executed within ninety (90) calendar days counted as from notice sent by RMSA specifying its intention to exercise the Purchase Option shall expire with respect to all Option, in the shares on the earliest presence of a notary public as elected thereby. Any costs and expenses incurred by reason of conveyance of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per shareProperties to RMSA, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustmentincluding stamp tax, shall be $1.09. (2) The last day borne by RMSA. Upon failure to execute said deed of conveyance within the Company's 2003 fiscal year if the earnings per shareabove-mentioned term by reason of fault attributable to OWNERS, determined as set forth in Exhibit A heretoRMSA shall either and at its sole discretion, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes require execution of said deed or consider this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyAgreement terminated, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Companyeither case being entitled to collect applicable damages. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company (and/or its designees) shall have the option (the “Purchase Option”) to purchase, and you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance, in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with you, the “Grantor”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the “Purchasable Shares”), subject to the Company’s compliance with the conditions hereinafter set forth. (b) The Company shall have give notice in writing to the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expires. The Purchase Option shall expire with respect to all within six (6) months from the shares on the earliest date of the following dates termination of your employment or events: (1) The last day engagement or such Change of Control. Such notice shall state the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes number of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share as of the Plan date of the notice of exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the contraryFair Market Value per share less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased. Any purchase price shall be paid in cash. The closing of such purchase shall take place at the Company’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the occurrence Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of a Change in Control the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To assure the enforceability of the Company’s rights under this Section 7, each certificate or instrument representing Common Stock held by you shall bear a conspicuous legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN. For purposes A COPY OF SUCH OPTION PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (e) The Company’s rights under this Section 7 shall terminate upon the consummation of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Qualifying Public Offering

Purchase Option. (a) The Company A total of 1,000,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's , 9/48 of the shares shall vest on April 10, 2001 fiscal year. For purposes (the "Vesting Commencement Date"), and one forty-eighth (1/48) of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Stock shall be $1.09vest monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made Stock, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon Stock repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):the Stock

Purchase Option. a. If the employment of the Shareholder shall terminate at any time, and such termination is for Cause (aas defined in Section I (f) The Company below), then the Corporation shall have the right and option option, but not the obligation (the "Purchase Option") ), to purchase from one hundred percent (100%) of the Employee, for a sum of $.001 per share Shareholder's Shares (the "Option PriceSa le Portion"). b. The Corporation, any part or all in its sole discretion, may elect to purchase Jess than the entire Sale Portion. c. The purchase price of the Shares if shall be equal to the Employee ceases to be employed by Fair Market Value of the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. Shares (as defined in Section 2 below). d. The Purchase Option shall expire with respect to all the shares on the earliest be exercised by an authorized representative of the following dates Corporation delivering written notice (the ''Notice of Exercise") to the Shareholder, or events: his personal representative, of the Corporation 's intent to purchase the Sale Port ion of the Shareholder 's Shares, which notice shall specify the number of Shares to be purchased and the proposed purchase price for the Shares. The Notice of Exercise must be delivered within sixty (160) The days after the last day of the Companymonth in which the Shareholder's 2002 fiscal year if employment was terminated. e. The Notice of Exercise shall set forth a proposed purchase price for the CompanyShares to be purchased by the Corporation which will be the Corporation 's earnings per sharegood faith determination of the Fair Market Value of such Shares. The Shareholder, determined or his personal representative, may accept the proposed purchase price as stated in the Notice of Exercise, or may deliver notice to the Corporation of the Shareholder 's disagreement with the valuation set forth in Exhibit A heretothe Notice of Exercise ("Notice of Alternative Valuation"). The Notice of Alternative Valuation shall set forth the Shareholder's, or his personal representative's, good faith determination of the Fai r Market Value of the Shares to be purchased by the Corporation; provided, however, that the failure of the Shareholder to accept the proposed purchase price in the Notice of Exercise or to deliver a Notice of Alternative Valuation to the Corporation within fifteen (1 5) days of his receipt of the Notice of Exercise shall constitute the Shareholder's irrevocable acceptance of the proposed purchase price stated in the Notice of Exercise. The deli very of a Notice of Alternative Valuation shall not affect the timing of the transfer of the Shares provided for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. in Section 3 below. f. For purposes of this paragraph Agreement, the termination of the Shareholder's employment for "Cause" i s a termination by reason of any of the following: (1i) willful misconduct by the Shareholder that is materially and demonstrably detrimental to the Corporation, monetarily or otherwise, or that constitutes willful misconduct or gross negligence in the performance of his duties hereunder; (ii) conduct by the Shareholder that constitutes fraud, dishonesty, or a criminal act, whether or not with respect to the Corporation; (iii) embezzlement of funds or misappropriation of other property by the Shareholder from the Corporation or one or more of the Corporation's employees, clients, partners, or affiliates; (iv) conviction of the Shareholder of a felon y or of any other crime that involves fraud, dishonest y, or moral turpitude; (v) the earnings per share for willful breach by the Company's 2001 fiscal yearShareholder, prior or the continued breach by the Shareholder after reasonable notice and opportunity to adjustmenttake corrective action, shall be $1.09.of any of the material provisions of any written Agreement to which both the Shareholder and the Corporation are parties; (2vi) The last day conduct by the Shareholder that, in the good faith opinion of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyCorporation, in reliance upon is materially detrimental to the opinion Corporation, causes the Corporation to breach any term or the Share Purchase Agreement, dated January 20, 2004, by and among the Corporation, Altira Technology Fund IV L.P and Altira Technology Fund IV Direct Investor, LLC or reflects unfavorably on the Corporation or the Shareholder to such an extent that the Corporation 's best short or long term interests reasonably require the termination of the EmployeeShareholder's physician or upon employment; or (vii) the opinion of one or more physicians selected willful and continued failure by the Company. (5) Notwithstanding the provisions Shareholder to substantially perform his duties as an employee or officer of the Plan Corporation (other than any such failure resulting from the Shareholder 's physical or mental incapacity), after demand for substantial performance is delivered by the Corporation that specifically identifies the manner in which the Corporation believes the Shareholder has not substantially performed his duties and recommends corrective behavior that the Shareholder fails to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):carry out.

Purchase Option. If (i) Optionee ceases to be employed by or perform services for the Company or its Subsidiaries for any reason at any time or (ii) upon the occurrence of a Change in Control, the Company (and/or its designee(s)) shall have the option (the “Purchase Option”) to purchase, and the Optionee (or the Optionee’s executor or the administrator of the Optionee’s estate in the event of the Optionee’s death, or the transferee of the Option Shares or Award in the case of any disposition, or the Optionee’s legal representative in the event of the Optionee’s incapacity) (hereinafter, collectively with such Optionee, the “Grantor”) shall sell to the Company and/or its designee(s), all or any portion (at the Company’s option) of the Option Shares issued pursuant to the Plan and held by the Grantor (such Option Shares herein referred to as the “Purchasable Shares”). (a) The Company shall have give notice in writing to the right Grantor of the exercise of the Purchase Option within one year of the date of the termination of the Optionee’s employment or service relationship or the date of the Change in Control. Such notice shall state the number of Purchasable Shares to be purchased and option (the "Purchase Option") to purchase from determination of the Employee, for a sum Board of $.001 the Fair Market Value per share of such Purchasable Shares, or the Change in Control Price, if applicable. If no notice is given within the time limit specified above, the Purchase Option shall terminate. (b) The purchase price to be paid for the "Purchasable Shares purchased pursuant to the Purchase Option Price"shall be, the Fair Market Value per share, or the Change in Control Price if applicable, as of the date of the notice of exercise of the Purchase Option times the number of shares being purchased. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased free and clear of all liens and encumbrances (if any), any part duly endorsed (or all accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares if by the Employee ceases scheduled closing date, at the option of the purchasers, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to be employed by the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (c) The rights and obligations pursuant to this Section will terminate upon the date of a Qualifying Public Offering. “Qualifying Public Offering” means a firm commitment underwritten public offering of the common stock of the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all cash where the shares of stock registered under the Securities Act are listed on a national securities exchange or the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09NASDAQ National Market System. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 250,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's , 8/48 of the Shares shall vest on March 13, 2001 fiscal year. For purposes of this paragraph (1the "Vesting Commencement Date") the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09and 1/48/th/ monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in any one Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or more member of paragraphs the Board of Directors of the Company or the Acquiror (Aas the case may be) through (D) below (including an event or occurrence that constitutes a Change in Control under one prior to the one-year anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition, the Stock will

Purchase Option. (a) The Company A total of 4,500,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 1,125,000 of this paragraph the Shares shall vest one year from November 1, 1999, (1the "Vesting Commencement Date"), then one forty- eighth (1/48) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition. In the event of any Acquisition prior to November 1, 2000, then there will be an immediate acceleration of vesting of the Stock until November 1, 2000, and provisions (Ai), (ii), (iii) through and (Div) below (including an event or occurrence that constitutes a Change in Control under one of this Section 3 above will be interpreted "as if" any such subsections but is specifically exempted from another such subsection):Acquisition had occurred on November 1, 2000.

Purchase Option. (a) The Company shall have On the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if Term, PacifiCorp shall have the Company's earnings per share, determined as set forth in Exhibit A heretooption to purchase the Facility and all rights of Seller therein or relating thereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal yearsum of $1.00. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, Such option shall be exercised by notice from PacifiCorp to Seller provided no less than 30 days prior to adjustment, shall be $1.09. (2) The the last day of the Company's 2003 fiscal year if Term. Seller covenants that in the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes event PacifiCorp provides such notice of its exercise of this paragraph (2) purchase option, that Seller shall sell, transfer, assign and convey to PacifiCorp all of the earnings per share for Facility and all rights of Seller therein or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others arising through Seller on the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period the Term, including good and valid title to the Facility and Seller's rights in the Premises. In connec- tion with such sale, transfer, assignment and conveyance, Seller shall (a) assign or otherwise make available, to the extent permitted by Requirements of Law and not already assigned or otherwise transferred to PacifiCorp, Seller’s interest in all material Required Facility Documents and licenses, permits approvals and consents of any Governmental Authorities or other Persons that are then in effect and that are utilized for the operation or maintenance of the Company beginning after Facility; (b) cooperate with all reasonable requests of PacifiCorp for purposes of obtaining or making, or en- abling PacifiCorp to obtain or make, any and all material Permits and licenses, permits, approv- als and consents of any Governmental Authorities or other persons that are or will be required to be obtained by PacifiCorp in connection with the 2001 fiscal year use, occupancy, operation or maintenance of the Facility or the Premises in which compliance with Requirements of Law; (c) provide PacifiCorp copies of all documents, instruments, plans, maps, specifications, manuals, drawings and other documentary materials relating to the earnings per share for each fiscal year installation, maintenance, operation, construction, design, modification and repair of the Facility, as shall be in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share Seller’s possession and shall be reasonably appropriate or necessary for the preceding fiscal year continued operation of the CompanyFacility. Seller shall not take any action during the Term that would inhibit Seller's ability to comply with this provision. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company All of the Stock shall have be subject to the right and option of the Corporation to repurchase the Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall, prior to purchase from the Employee, for closing of a sum of $.001 per share (the "Option Price"), any part or all registered public offering of the Shares if the Employee ceases Corporation's Common Stock, cease to be employed by the Company Corporation (including a parent or subsidiary of the Corporation) for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "Option Price"), all of the Stock. (b) Within 180 days following a Termination, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in Section 9(c), as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Corporation (or its assignee) elects to purchase the Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or its assignee) shall tender payment for the Stock and the certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Corporation or in cash or by check. (c) The Purchase Option shall also apply in the event immediately after the closing of the initial registered public offering of the Corporation's Common Stock (the "Closing"), the Corporation shall have outstanding less than 9,000,000 shares of its Common Stock (calculated on a fully diluted basis) (the "Outstanding Shares"). In that event, the Corporation shall have the option to purchase, at the Option Price, a portion of the Stock so that, after the purchase, the Purchaser (including all permitted transferees) has Stock equal to 1% (rounded to the nearest whole share) of the Outstanding Shares (such portion being defined as the "Excess Shares"). Within ten days following Closing, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in Section 9(c), as to whether it wishes to purchase the Excess Shares, and shall set a date for the closing of the purchase (not later than thirty days following Closing) at a place and time specified by the Corporation, or, at Corporation's option, such closing may be by mail as provided in Section 9(c) . At closing, the Corporation (or its assignee) shall tender payment for the Excess Shares and the certificates representing the Excess Shares so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Corporation or in cash or by check. (d) The Purchase Option shall expire with respect to all and shall be of no effect upon the shares on the earliest occurrence of any of the following dates or eventsfollowing: (1i) The last day one year after the date of this Agreement, (ii) a change of control of the Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act)), other than the holders of any of the Company's 2002 fiscal year if securities as of the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes date of this paragraph Agreement, is or becomes the beneficial owner (1as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of securities of the earnings per share for Company representing a majority of the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day combined voting power of the Company's 2003 fiscal year if then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the earnings per shareexercise of all outstanding options and all other securities which are convertible to voting securities, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times or (iii) upon the earnings per share for approval by the Company's 2001 fiscal year. For purposes shareholders of this paragraph (2A) the earnings per share for sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's 2001 fiscal yearthen outstanding shares that would be deemed a change in control pursuant to clause (i), prior to adjustmentabove), shall be $1.09. or (3C) The last day a plan of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year liquidation or dissolution of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) The Company shall have the right and option "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (the "Purchase OptionCompany") ), Holder is entitled, at any time or from time to purchase time from the Employeelater of: (i) the consummation of an Acquisition Transaction, for a sum of $.001 per share Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation , as the case may be, or (ii) one year from November 7, 2011 (the "Option PriceCommencement Date"), any part and at or all before 5:00p.m., Eastern Time, ending on the earlier of the Shares if the Employee ceases to be employed by the Company for any reason (i) November 7, 2016, or no reason, with or without cause, before (ii) the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which this purchase warrant is redeemed, in accordance with the earnings per share for each fiscal year terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in such periodwhole or in part, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed up to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors 100,000 Units of the Company, as described in reliance upon the opinion Prospectus of the Employee's physician or Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Option. This Purchase Option is initially exercisable at $12.50 per Unit; provided, however, that upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control any of the Companyevents specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be adjusted as therein specified. For purposes of this AgreementThe term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):depending on the context.

Purchase Option. (a) The Company Founder is the holder of 1,100,000 shares of the Company's Common Stock (the "Stock"). A maximum of 825,000 shares of the Stock shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") to purchase from as set forth in this paragraph 1. In the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee ceases event Founder shall cease to be employed by the Company (including a parent or subsidiary of the Company) for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined Except as set forth in Exhibit A heretosubparagraphs (c) and (d) below, for that fiscal year is following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from Founder or his personal representative, as the case may be, at least 1.5 times the earnings purchase price per share for determined pursuant to subparagraph (f) hereof (the Company's 2001 fiscal year. For purposes "Option Price") that number of this paragraph shares of the Stock which have not vested (1the "Unvested Shares") the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09as provided in subparagraph (e) hereof. (2b) The last day Within 90 days following a Termination, the Company shall notify Founder by written notice delivered or mailed as provided in subparagraph 6(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 6(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabledcanceled. The Employee Option Price shall be deemed to be permanently disabled if he has been unable to perform his duties for payable, at the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors option of the Company, in reliance upon cash or by certified or cashier's check. (c) Notwithstanding subparagraph (a) above, if the opinion Company (i) merges with or into any other corporation (other than a merger in which the holders of the Employee's physician outstanding voting equity securities of the Company immediately prior to the merger hold securities representing more than 50% of the voting power of the surviving entity immediately following such merger), (ii) sells, leases, or upon the opinion conveys all or substantially all of its property or business, or (iii) issues additional capital stock in one or more physicians selected by transactions, as a result of which existing shareholders cease to own more than 50% of the voting power of the Company, or any successor, (collectively, a "Change of Control") the Purchase Option shall lapse and be of no further force or effect if, following such Change of Control, the Company or its successor terminates Founder's employment without cause as defined in Section 6(c) of the employment agreement entered into between the Founder and the Company as of the date hereof (the "Employment Agreement"). (5d) Notwithstanding the provisions of the Plan anything in this Agreement to the contrary, the occurrence of a Change in Control Company shall not be entitled to purchase more than 50% of the Company. For purposes Stock if such Termination occurs prior to the first anniversary of the execution of this Agreement, a "Change unless such Termination is for cause, as defined in Control" means an event or occurrence Section 6(c) of the Employment Agreement. (e) The Stock held by the Founder, and subject to the terms of this Agreement, shall vest and no longer be subject to the Purchase Option as set forth in any one or more subparagraph (a) hereof, at the rate of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one 8.33% of the shares of Stock subject to the Purchase Option as of the date hereof on the last day of September, December, March and June of each year, with all such subsections but is specifically exempted from another such subsection):shares of Stock to be fully vested, and no longer subject to the Company's Purchase Option, on June 30,

Purchase Option. (a) The Company A total of 250,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 5/48 of this paragraph the Shares shall vest on December 6, 2000 (1the "Vesting Commencement Date"), then one forty-eighth (1/48) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (Diii) below (including If Purchaser's services as an event employee, officer, consultant or occurrence that constitutes a Change in Control under one member of such subsections but the Board of Directors of the Company is specifically exempted from another such subsection):terminated by the

Purchase Option. (a) The Company Upon the Grantee’s Termination Date, the Company, or its assignee, shall have the right and option (right, but not the "Purchase Option") obligation, to purchase from Grantee, or Grantee’s personal representative, as the Employee, for a sum of $.001 per share (the "Option Price")case may be, any part or all of the Shares if shares of Stock which have been purchased by Grantee pursuant to exercise of the Employee ceases to be employed by the Company for any reason or no reasonOption, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as terms set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times herein (the earnings per share for the Company's 2001 fiscal year“Purchase Option”). For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan foregoing and anything contained herein to the contrary, the occurrence Company’s Purchase Option pursuant to this Section 5 shall expire upon the consummation of a Change in Control the first firmly underwritten public offering of the Company. For purposes of this Agreement’s Common Stock pursuant to an effective registration statement filed under the Securities Act (an “IPO”). (b) The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Grantee (or his or her transferee or personal representative, as the case may be), within ninety (90) days following Xxxxxxx’s Termination Date, or if later, ninety (90) days after the date Grantee exercises such Option, a "Change notice in Control" means writing indicating the Company’s intention to exercise the Purchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice, at a purchase price determined in accordance with subparagraph 5(b)(i) or (ii) below, as applicable: (i) If Xxxxxxx’s Termination Date is due to any circumstances not described in Section 5(b)(ii), the purchase price to be paid by the Company for shares of Stock to be purchased by the Company pursuant to this Section 5(b) shall be the Fair Market Value of such shares as of Grantee’s Termination Date. (ii) If Xxxxxxx’s Termination Date is due to the termination of Grantee’s employment by the Company or an event or occurrence set forth in any one or more Affiliate for Cause, the purchase price to be paid by the Company for shares of paragraphs Stock pursuant to this Section 5(b) shall be the lesser of: (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one the Fair Market Value of such subsections but is specifically exempted from another such subsection):shares on Grantee’s Termination Date and (B) the original Exercise Price stated on the first page of this Option Agreement.

Purchase Option. (a) The In the event that the relationship by which the Service Provider provides management, consultancy and advisory services to the Company (whether pursuant to the Amended and Restated Management Agreement dated as of May 17, 1999 by and among the Service Provider, the Company, Atrium Corporation and Atrium Companies, Inc. ("the Management Agreement") or otherwise) is terminated prior to October 19, 2003 (i) by the unanimous vote of the Board of Directors of the Company for any reason or no reason whatsoever, or (ii) by the Service Provider without Good Reason (as defined below in Section 2(b)), the Company shall have the right and option (the "Purchase Option") ), but not the obligation, to purchase from the EmployeeService Provider, for at a sum price equal to the par value of $.001 the Shares of Common Stock per share (the "Option Price")Share, any part some or all of the Shares if as determined at the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expirestime of such relationship termination. The Purchase Option shall expire lapse with respect to all 100% of the shares Shares on the earliest earlier of the following dates or events: (1i) The last day of October 19, 2003, (ii) a Trigger Event with respect to the Company, as defined below in Section 2(c), so long as the Service Provider's 2002 fiscal year if relationship with the Company's earnings per share, determined Company has not been terminated as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times this Section 2(a) or (iii) termination of the earnings per share for relationship by the Company's 2001 fiscal year. Service Provider with Good Reason. (b) For purposes of this paragraph agreement, Good Reason shall exist upon (1i) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day mutual agreement of the Company's 2003 fiscal year if Service Provider and the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes Board of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period Directors of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year that Good Reason exists; (ii) reduction of the Company. Service Provider's compensation under the Management Agreement; (4iii) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made significant decrease by the Board of Directors of the Company of the Service Provider's duties or authority under the Management Agreement; or (iv) any material breach by the Company or any successor thereto of any agreement to which the Service Provider and the Company are parties, which breach is not cured within five days after notice thereof. (c) Notwithstanding any other provision of this Section 2, upon a Trigger Event (as defined below), the Purchase Option shall terminate and all rights inherent to an owner of a share of Common Stock shall immediately vest in the Service Provider. A "Trigger Event" shall mean (A) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (B) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person or Persons beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock of the Company, in reliance upon on a fully diluted basis (the opinion "Outstanding Company Common Stock") or (ii) the combined voting power of the Employeethen-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (c), the following acquisitions shall not constitute a Trigger Event: (i) any acquisition by the Company, or (ii) any acquisition by any corporation pursuant to a transaction which results in all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such transaction beneficially owning, directly or indirectly, more than 95% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such transaction (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's physician assets either directly or upon the opinion of through one or more physicians selected by subsidiaries) in substantially the Company. (5) Notwithstanding the provisions same proportions as their ownership, immediately prior to such transaction, of the Plan to the contraryOutstanding Company Common Stock and Outstanding Company Voting Securities, the occurrence respectively; (C) any sale of a Change in Control substantial portion or all of the assets of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through ; (D) below the complete or substantial liquidation of the Company; (E) a public offering of the securities of the Company, including any listing on the New York Stock Exchange, the American Stock Exchange or the NASDAQ market; or (F) notwithstanding any other provision of this Section 2, the closing of the sale of shares of Common Stock in an event or occurrence that constitutes a Change in Control underwritten public offering pursuant to an effective registration statement filed by the Company under one the Securities Act of such subsections but is specifically exempted from another such subsection):1933, as amended (the "Securities Act").

Purchase Option. (a) The Company shall have the right and option THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Xxxx Capital Partners, LLC, as registered owner of this Unit Purchase Option (the "“Holder” and, together with all other holders of any portion of this Unit Purchase Option"Option as the context herein requires, the “Holders”), to Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time after the closing of the Offering (as defined below) and during the period commencing (the “Commencement Date”) on December 27, 2012 (the one year anniversary of the Effective Date (defined below)), and expiring at or before 5:00 p.m., New York City local time, on December 27, 2016 (the five year anniversary of the Effective Date (defined below)) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Fifteen Thousand Two Hundred and Sixty Eight (15,268) units (the “Units”) of the Company. Each Unit consists of (i) one share of Common Stock, $0.01 par value (“Common Stock”) and (ii) one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the Employee, for a sum of $.001 per share effective date (the "Option Price"), any part or all “Effective Date”) of the Shares if registration statement (the Employee ceases “Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement, except that the Warrants to be employed issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by the Company for any reason or no reasonlaw to close, with or without cause, before the date the Purchase Option expires. The then this Purchase Option shall expire with respect to all the shares on the earliest of next succeeding day that is not such a day in accordance with the following dates or events: (1) The last day of terms herein. During the Company's 2002 fiscal year if period ending on the Company's earnings per shareExpiration Date, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after agrees not to take any action that would terminate the 2001 fiscal year in which Purchase Option. This Purchase Option is initially exercisable at $5.04 per Unit (the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled“Exercise Price”). The Employee shall be deemed number of Units purchasable hereunder and the Exercise Price are subject to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, adjustment as provided in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Companythis Purchase Option. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) a. The Company Shares shall have be subject to the right and option (the "Purchase Option") set forth in this Section 2. In the event that Grantor shall cease to be engaged, either as a consultant or as an employee, by the Company (including a parent or subsidiary of the Company) under the circumstances set forth in Section 2(b) of this Agreement (the "Section 2(b) Event"), the Company shall have the right, at any time within 90 days after the date Grantor ceases to be so engaged (the "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Employee, for Grantor at a sum purchase price of $.001 1.00 per share (as adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) below, upon the terms hereinafter set forth. b. If any part of the following items (i), (ii) or (iii) occurs: i. Grantor repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date 2 which is 18 months following the date of the successful completion of the IPO without the prior written consent of the Company; or ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which is 18 months following the date of the successful completion of the IPO, with "Cause," as defined in Section 6 of such Employment Agreement; prior to the occurrence of any Termination Event (as defined in Section 9), then the Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares; (B) Following the IPO, the Company may exercise the Purchase Option as to a number of Shares if equal to the Employee ceases total number of Shares less an aggregate number of Shares equal to be employed the product (rounded down to the nearest whole Share) of (i) 1/18 times (ii) the aggregate number of full calendar months following the IPO that Grantor has been engaged as an employee to the Company, times (iii) the total number of Shares (75); The Company shall not have the right to exercise the Purchase Option in the event Grantor's employment by the Company under the Employment Agreement is terminated for death, disability, "without Cause" or for any other reason except as provided in Section 2(b) above. c. The Purchase Option may be exercised by the Company by giving notice to the Grantor in accordance with Section 13.1 hereof stating that the Company has elected to acquire the Shares subject to the Purchase Option. Each sale and purchase in accordance with the rights so exercised shall be thereafter completed without avoidable delay by the transfer and assignment of such Shares to the Company and payment of the Option Price. The Option Price shall be payable, at the option of the Company, by cancellation of all or no a portion of any outstanding indebtedness of the Grantor to the Company or by payment in cash (by check), or both. d. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Grantors' engagement with the Company, for any reason, with or without cause, before cause as provided in the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09applicable Employment Agreement. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 550,500 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, except as provided by Section 4(b) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, for that fiscal year is at least 1.5 times the earnings per share for consultancy with, or other service to the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Stock shall vest at the end, of each month after December 15, 1998 (1) the earnings per share for "Vesting Commencement Date"), provided that the Company's 2001 fiscal yearPurchaser continues to be an employee, prior to adjustmentofficer, or consultant of the Company until 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be $1.09vested. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company shall have In the right and option (event that the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee Participant ceases to be employed by the Company for any reason or no reason, with or without cause, before prior to October 6, 2007, the date Company shall have the right and option (the “Purchase Option”) to purchase from the Participant, for a sum equal to the Option Price per share, any shares then subject to the Purchase Option. All of the Shares shall be subject to the Purchase Option expiresprior to October 6, 2004. On October 6, 2004, one-fourth (l/4th) of such Shares will no longer be subject to the Purchase Option and at the end of each full month thereafter, one forty-eighth (l/48th) of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares are no longer subject to the Purchase Option. The Shares that are subject to the Purchase Option shall expire with respect are referred to all hereon as the shares on “Unvested Shares” and the earliest of Shares that are no longer subject to the following dates or events:Purchase Option are referred to hereby as the “Vested Shares.” (1b) The last day Notwithstanding paragraph (a) above, in the event that the Participant’s employment is terminated by the Company without Cause (as defined below) or the Participant resigns for Good Reason (as defined below), then, subject to the Participant entering into a severance agreement and general release of claims, in a form acceptable to the Company's 2002 fiscal year if ,, the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee Participant shall be deemed to be permanently disabled if he has been unable have completed an additional six (6) months of employment for purposes of calculating the number of Shares that remain subject to perform his duties the Purchase Option. (c) As used herein, “Cause” for the Company for a six consecutive month period. The determination of disability termination shall be made deemed to exist upon (a) good faith finding by the Board of Directors of the Company of (i) failure of the Participant to perform his material duties as an employee of the Company in a manner acceptable to the Company, which failure continues for a period of more than thirty (30) days after the Company has provided the Participant with notice thereof has been provided to you in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected writing by the Company, setting forth in reasonable detail the nature of such failure or (ii) the commission by the Participant of acts of dishonesty; gross negligence or misconduct; or (b) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any felony or any crime involving extortion, dishonesty, or theft. (5d) Notwithstanding As used herein, “Good Reason” for resignation shall be deemed to exist if the provisions of Participant resigns due to (a) a material diminution in the Plan to Participant’s job responsibilities or titles or (b) the contraryCompany materially breaching an employment contract with the Participant, including the occurrence of a Change in Control of Offer Letter between the Company. For purposes of this AgreementCompany and the Participant dated August 19, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):2003.

Purchase Option. If (ai), and at such time as, a Holder is no longer a director, officer or employee of the Company or any Subsidiary of the Company, for any reason at any time or (ii) The a Change of Control occurs, the Company shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, such Holder (or the executor or administrator of such Holder's estate, in the event of such Holder's death, or such Holder's legal representative in the event of his incapacity) (hereinafter, collectively with such Holder, the "Grantor") shall sell to HMTF, (or as provided in Section 6.1.4 an assignee of HMTF) all or any portion (at the option of HMTF acting for a sum itself or, if applicable, its assignee) of $.001 per share the shares of Common Stock, the Warrant and/or Common Stock Equivalents held by the Grantor (such shares of Common Stock, the Warrant and/or Common Stock Equivalents collectively being referred to as the "Purchasable Securities"), subject to HMTF's (or, if applicable, its assignee) compliance with the conditions hereinafter set forth. HMTF (acting for itself or, if applicable, its assignee) shall give notice (the "Option PricePurchase Notice"), any part or all ) in writing to the Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expireswithin one year from the date such Holder is no longer a director, officer or employee of the Company or any Subsidiary of the Company or such Change of Control. The Such Purchase Notice shall state the number of Purchasable Securities to be purchased and the exercise price for each Purchasable Security (on a per share basis or, in the case of securities other than capital stock, other applicable denomination). If no notice is given within the time limit specified above, the Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09terminate. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company shall have the right and option (the "“Purchase Option"”) to purchase some or all of the Shares from the Employee, Participant for a sum of $.001 per share Share (the "“Option Price"”), any part or all of subject to the Shares following: (a) The Company may not exercise the Purchase Option until such time, if any, as the Employee Participant ceases to be employed by a director of the Company for a reason other than the Participant’s death or “permanent and total disability” (as defined in the first sentence of Section 22(e)(3), or any reason successor provision, of the Internal Revenue Code of 1986, as amended from time to time). (b) It is understood and expected that the Participant will attend all or no reasonsubstantially all Board events in person or by telephone. If, with as determined by the Board, the Participant is absent from a significant number of Board events, the Company may exercise the Purchase Option. While not limiting the discretion of the Board, it is understood and expected that absences are more likely to be excused if they result from a family or without causepersonal emergency such as death, before illness or similar unexpected event. Also, while not limiting Board discretion, it is understood and expected that absences are less likely to be excused if they result from business conflicts or emergencies. (c) Subject to the date first sentence of Section 3(c), the Company may not exercise the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on upon or after the earliest to occur of (i) the date of the following dates or events: (1) The last day first annual meeting of stockholders of the Company's 2002 fiscal year if Company (or any special meeting held in lieu of such annual meeting) to occur after the Company's earnings per sharedate of this Agreement, determined (ii) the occurrence of a Change in Control (as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times defined below) and (iii) the earnings per share for death of the Company's 2001 fiscal yearParticipant. For purposes of this paragraph clarity (1) and without limiting the earnings per share for foregoing), if the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day Participant is not absent from any of the Company's 2003 fiscal year if the earnings per share, determined specified Board events and continues to serve as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period director of the Company beginning until the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the 2001 fiscal year in which date of this Agreement, the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times Company shall never be entitled to exercise the earnings per share for the preceding fiscal year Purchase Option with respect to any of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee SharesA “Change in Control” shall be deemed to be permanently disabled have occurred if he has been unable to perform his duties for any of the events set forth in any one of the following clauses shall occur: (i) any Person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding a group of persons including the Participant, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent or more of the combined voting power of the Company’s then-outstanding securities; (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Company (the “Incumbent Board”), cease for any reason to constitute a six consecutive month period. The determination majority thereof (provided, however, that an individual becoming a director subsequent to the date of disability this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the directors then comprising the Incumbent Board shall be made included within the definition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual election contest (or such terms used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Company, in reliance upon ); or (iii) the opinion stockholders of the Employee's physician Company consummate a merger or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions consolidation of the Plan to Company with any other corporation, other than a merger or consolidation that would result in the contrary, the occurrence of a Change in Control voting securities of the Company. For purposes Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of this Agreement, a "Change in Control" means an event the surviving entity) at least fifty percent of the combined voting power of the voting securities of the Company or occurrence set forth in any one such surviving entity outstanding immediately after such merger or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):consolidation.

Purchase Option. (a) a. The Company Shares shall have be subject to the right and option (the "Purchase Option") set forth in this Section 2. In the event that Grantor shall cease to [serve as a director of the Company] [be engaged, either as a consultant or as an employee, by the Company (including a parent or subsidiary of the Company)] under the circumstances set forth in Section 2(b) of this Agreement (the "Section 2(b) Event"), the Company shall have the right, at any time within 90 days after the date Grantor ceases to be so engaged (the "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Employee, for Grantor at a sum purchase price of $.001 .10 per share (as adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) below, upon the terms hereinafter set forth. b. If any part of the following items (i) or (ii) occurs: i. Grantor [voluntarily ceases to serve as a director of the Company] [repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company] (other than by reason of death or disability) prior to the date which is 12 months following the date of the successful completion of the IPO without the prior written consent of the Company; or ii. Grantor's [service as a director of the Company] [engagement by the Company under the Employment Agreement] is terminated by the Company at any time prior to the date which is 12 months following the date of the successful completion of the IPO, with "Cause," (as defined below); prior to the occurrence of any Termination Event (as defined in Section 9), then the Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares if Shares; (B) Following the Employee ceases to be employed by IPO, the Company for any reason or no reason, with or without cause, before the date may exercise the Purchase Option expires. The Purchase Option shall expire with respect as to all a number of Shares equal to the shares on total number of Shares less an aggregate number of Shares equal to the earliest product (rounded down to the nearest whole Share) of (i) 1/12 times (ii) the aggregate number of full calendar months following dates or events: (1) The last day the IPO that Grantor has [served as a director of the Company's 2002 fiscal year if ] [been engaged as an employee to the Company's earnings per share], determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1iii) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09total number of Shares (_____________). (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 37,500 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an officer, for a sum of $.001 per share (the "Option Price"), any part employee or all consultant of the Shares if Company or as a member of the Employee ceases to be employed by Board of Directors of the Company for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A hereto, for paragraph 1 hereof ("Option Price") that fiscal year is at least 1.5 times portion of the earnings per share for Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by or consultancy with the Company's 2001 fiscal year, twenty percent (20%) of the Stock shall vest 12 months after May 15, 1995 (the "Vesting Commencement Date"), and one sixtieth (1/60) of the Stock shall vest at the end of each month thereafter. For purposes Five years after the Vesting Commencement Date, all of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Stock purchased hereunder shall be $1.09. (2) The last day of vested, provided that the Company's 2003 fiscal year if the earnings per sharePurchaser continues to be an employee, determined as set forth in Exhibit A heretoofficer, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year Director or consultant of the Company. (4b) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Employee dies closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or becomes permanently disabledits assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Employee Option Price shall be deemed to be permanently disabled if he has been unable to perform his duties for payable, at the option of the Company for a six consecutive month periodby cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. The determination If the Purchase Option is assigned by the Company and the fair market value of disability shall be made the shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase from the Employeepurchase, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares and if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: within one (1) The last day year from the date of the Company's 2002 fiscal year if termination of your employment or engagement or such Change of Control. Such notice shall state the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes number of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the Plan date of notice of exercise of the Purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share less the applicable per share Exercise Price, times the number of Exercisable Shares subject to such Option which are being purchased. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the contrarypurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the occurrence Grantor shall have failed to obtain the release of a Change in Control any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To assure the enforceability of the Company. For purposes of 's rights under this AgreementSection 7, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a "Change conspicuous legend in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):substantially the following form:

Purchase Option. (a) The Company shall have In the right and option (the "Purchase Option") to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if event that the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before prior to , [final vesting date under option agreement], the date Company shall have the right and option (the “Purchase Option”) to purchase from the Employee, for a sum equal to the Option Price per share, any shares then subject to the Purchase Option. All of the Shares shall be subject to the Purchase Option expiresprior to , [first anniversary of vesting commencement date]. The On , [first anniversary of vesting commencement date], one-fourth (1/4) of such Shares will no longer be subject to the Purchase Option and at the end of each full month thereafter, one forty-eighth (1/48) of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares are no longer subject to the Purchase Option. (b) In the event that the Participant’s employment with the Company is terminated by reason of death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue code of 1986, as amended), the Purchase Option shall expire with respect lapse as to all the shares on the earliest of the following dates or events:Unvested Shares for which the Purchase Option would have otherwise become exercisable. (1c) The last day Upon the occurrence of a Change of Control Event (as hereinafter defined), the Purchase Option shall immediately lapse as to one-half of all remaining Unvested Shares, thereby rendering such Shares Vested Shares. Thereafter, the Purchase Option shall continue to lapse as to the remaining one-half of the Company's 2002 fiscal year if Unvested Shares in accordance with the Company's earnings per share, determined as original schedule set forth above in Exhibit A heretosubsection (a), for with the Purchase Option lapsing as to one-half of the number of Unvested Shares that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal yearit would otherwise have lapsed with regard to on each subsequent lapsing date. For purposes of this paragraph subsection (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreementc), a "“Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Event” shall mean:

Purchase Option. (a) The Company A total of 1,000,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the 11th day of each month following July 11, 2000 (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but If Purchaser's position is specifically exempted from another such subsection):eliminated

Purchase Option. (a) The Company Stock shall have be subject to the right and option of the Corporation to repurchase the Stock (the "Purchase Option") to purchase from as set forth in this Section 3. In the Employee, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee ceases event Purchaser shall cease to be employed by the Company Corporation (including a parent or subsidiary of the Corporation) for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his or her personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "Option Price"), the Stock as follows: (i) If the Termination giving rise to the right to exercise the Purchase Option occurs on or prior to the closing of a registered public offering of the Corporation's Common Stock (the "Commencement Date"), the Purchase Option shall apply to 60,000 shares of the Stock. (ii) If the Termination giving rise to the right to exercise the Purchase Option occurs within thirty six months after the Commencement Date, the Purchase Option shall apply to 20,000 shares of the Stock. (b) Within 180 days following a Termination, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Corporation (or its assignee) elects to purchase the Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or its assignee) shall tender payment for the Stock and the certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Corporation or in cash or by check. (c) The Purchase Option referenced in Section 3(a)(i) shall expire with respect to all the and shall be of no effect for 40,000 shares on the earliest of the following dates or eventsStock upon the occurrence of any of the following: (1i) The last day one year after the date of this Agreement, (ii) a change of control of the Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the holders of any of the Company's 2002 fiscal year if securities as of the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes date of this paragraph Agreement, is or becomes the beneficial owner (1as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of securities of the earnings per share for Company representing a majority of the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day combined voting power of the Company's 2003 fiscal year if then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the earnings per shareexercise of all outstanding options and all other securities which are convertible to voting securities), determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times or (iii) upon the earnings per share for approval by the Company's 2001 fiscal year. For purposes shareholders of this paragraph (2A) the earnings per share for sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's 2001 fiscal yearthen outstanding shares that would be deemed a change in control pursuant to clause (i), prior to adjustmentabove), shall be $1.09. or (3C) The last day a plan of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year liquidation or dissolution of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The In the event that any Management Shareholder shall cease to be employed by or in the service of the Company or any of its Subsidiaries due to (i) death, disability, retirement, or voluntary resignation or (ii) termination with Cause, the Company shall have the right and option option, at any time within the 90-day period (the "Purchase Option"“Option Period”) after the effective date of such termination of employment (the “Termination Date”) or, if later, the exercise date for the options under which such Option Shares are acquired (which Option Period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Option Period), to purchase from the Employee, for a sum of $.001 per share (the "Option Price"), any part or such Management Shareholder all of the Option Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the Management Shareholder of its intention to purchase the Option Shares at any time not later than the end of the Option Period (which period shall be extended if such transaction is subject to regulatory approval until the Employee ceases expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Option Period). The right of the Company set forth in this Section 4.06 to be employed purchase a Management Shareholder’s Option Shares is hereinafter referred to as the “Purchase Option”. For the avoidance of doubt, the Purchase Option shall not apply to the termination of a Management Shareholder’s employment with the Company or any Subsidiary (x) by the Company other than for Cause or (y) by either Xx. Xxxxxxx or Xx. Xxxxxx, or any reason other Management Shareholder with an employment agreement or no option award agreement that defines “good reason, with or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto”, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Good Reason 32

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) The through (g) below: (a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, for a sum of $.001 per share the Grantor (as defined below) shall sell to the "Option Price"Company and/or its assignee(s), all or any part or all portion (at the Company's option) of the Shares if held by the Employee ceases Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be employed purchased by the Company for any reason or and the determination of the purchase price of such Purchasable Shares. If no reasonnotice is given within the time limit specified above, with or without cause, before the date the Purchase Option expires. shall be deemed to have terminated. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall expire with respect to all be the shares on the earliest Book Value (as defined below) per share as of the following dates date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Purchasable Shares shall be paid in cash or events:by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (1d) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of rights under this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Section 7 shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 250,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the 11th day of each month following July 11, 2000 (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (Diii) below (including If Purchaser's services as an event employee, officer, consultant or occurrence that constitutes a Change in Control under one member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such subsections but is specifically exempted from another service following the Acquisition, the portion of the Stock which would have vested absent such subsection):termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) The Company shall have the right and option (the "Purchase Option") to purchase from the Employee, for If a sum of $.001 per share (the "Option Price"), any part or all of the Shares if the Employee Management Member ceases to be employed by the Company and its Subsidiaries, or if such person engages in a Competitive Activity during the term of his employment or during the two year period following termination of employment, the Management Units held by such Management Member and the members of his Family Group who acquired Management Units (directly or indirectly) in a Transfer pursuant to Section 8.1(a) (each, a “Transferee”) will be subject to purchase by the Company pursuant to the terms and conditions set forth in this Section 10.4 (the “Purchase Option”); provided, that this Section 10.4 shall not apply to any Class B Units initially issued to the Stockholders. (b) Subject to Section 10.4(e), the purchase price of the Management Units subject to the Purchase Option shall be as follows: (i) If the Management Member’s employment terminates as a Termination for Cause or if such Person engages in a Competitive Activity, then the purchase price for all Management Units subject to the Purchase Option shall be the lesser of (A) the aggregate Net Capital Contributions for such Management Units and (B) the Liquidation Value of such Management Units as of the date such person’s employment terminates (the “Termination Date”); and (ii) If the Management Member’s employment terminates for any reason or no reasonother than a Termination for Cause (and if such Person has not engaged in a Competitive Activity), with or without cause, before the date purchase price for all Management Units subject to the Purchase Option expires. The Purchase Option shall expire be the Liquidation Value thereof as of the Termination Date (or, with respect to all vested Class C Units that vested within 181 days prior to the shares on the earliest Termination Date, as of the date that is 181 days following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09Termination Date). (2c) The last day Company may elect (which election shall be irrevocable) to purchase all or any portion of any Management Units that become subject to a Purchase Option by delivering written notice (the “Purchase Notice”) to the holder or holders of such Management Units within 180 days after the Termination; provided that the Purchase Notice shall be delivered no earlier than 181 days and no later than 361 days after the Termination Date with respect to all vested Class C Units that vested within 181 days prior to the Termination Date; provided further that the Purchase Notice may be delivered at any time within 360 days after the Company is notified that the applicable Person has engaged in a Competitive Activity. The Purchase Notice will set forth the type and amount of Management Units to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the closing of the Company's 2003 fiscal year if transaction. The amount of Management Units to be purchased by the earnings per shareCompany shall first be satisfied to the extent possible from the Management Units held by the Management Member at the time of delivery of the Purchase Notice. If the amount of Management Units then held by the Management Member is less than the amount of Management Units the Company has elected to purchase, determined as set forth the Company shall purchase the remaining Management Units elected to be purchased ratably from the Management Member’s Transferees, in Exhibit A hereto, for that fiscal year is accordance with the amount of Management Units held by such other holder(s) at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes time of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09delivery of such Purchase Notice. (3d) The last day closing of the purchase of Management Units pursuant to the Purchase Option shall take place on the date designated by the Company in the Purchase Notice, which date shall not be more than 60 days nor less than five days after the delivery of the Purchase Notice. The Company may, at its option, pay for the Management Units to be purchased by it pursuant to the Purchase Option by (i) cash payable by delivery of a three consecutive fiscal year period check or a wire transfer of funds, (ii) the Company beginning after cancellation of any indebtedness owed by the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of Management Member to the Company. , (4iii) The date if the Employee dies or becomes permanently disabled. The Employee purchase price is determined pursuant to subsection (b)(i) above, the issuance of a promissory note with an initial principal amount equal to the purchase price, with interest payable annually in cash at the rate equal to the applicable federal rate at the time of issuance of such note, and principal paid at maturity, which shall be deemed to be permanently disabled if he has been unable to perform his duties for five years from the Company for date of issuance (and prepayable at any time at the Company’s option without penalty), or (iv) a six consecutive month period. The determination combination of disability shall be made by (i), (ii) and (iii) above, as determined in the Board of Directors sole discretion of the Company, in reliance upon the opinion amount of the Employee's physician or upon aggregate purchase price of the opinion of one or more physicians selected Management Units being purchased by the Company. The Company may assign its rights under this Section 10.4 to any of its Subsidiaries, and, to the extent the Company is prohibited by law or by its or its Subsidiaries’ financing agreements from repurchasing any Management Units subject to the Purchase Option, the Company may assign its right to exercise the Purchase Option with respect to such Management Units to other Members or Affiliates of other Members; provided that for so long as Bear or its Affiliates owns Units, if the Company determines to assign its rights under this Section 10.4 to any Members or Affiliates of any Members, then the Company shall offer to assign to Bear the right to purchase its pro rata share of the Management Units subject to the Purchase Option (based on Bear’s ownership of Units relative to the other Members participating in the purchase). The purchasers of Management Units hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (5e) Notwithstanding All repurchases of Management Units pursuant to this Section 10.4 shall be subject to all applicable restrictions under law or contained in the provisions Company’s and its Subsidiaries’ financing agreements. If any such restrictions prohibit the repurchase of Management Units hereunder which the Company is otherwise entitled to make, the Company shall promptly give written notice to the Management Member and his or her Transferees of such restriction, the Company’s rights under this Section 10.4 shall be preserved and time periods governing such rights or obligations shall be tolled for the duration of such restriction and the Company may make such purchases as soon as (and to the extent that) it is permitted to do so by law and such financing agreements; provided, that the purchase price of any Management Units required to be purchased at Liquidation Value pursuant to this Section 10.4 and not purchased as a result of any restrictions contemplated hereby, shall be the Liquidation Value of such Management Units as of the Plan to date the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of Company consummates such subsections but is specifically exempted from another such subsection):purchases.

Purchase Option. (a) The In the event that on or prior to the fourth anniversary of the Closing Date, any Management Shareholder shall cease to be employed by the Company or any of its Subsidiaries for any reason (including, but not limited to, death, disability, retirement at age 65 or more under the Company’s or of its Subsidiaries’ normal retirement policies, resignation or termination by the Company or any of its Subsidiaries, as the case may be, with or without Cause), not including a leave of absence approved by the Company, such Management Shareholder shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by the Board, the Company’s designee, shall have the right and option at any time within 90 days after the later of the effective date of such termination o f employment (the "Purchase Option"“Termination Date”) or the date of the Company’s receipt of the aforesaid notice (which 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days), to purchase from the Employee, for a sum of $.001 per share (the "Option Price")such Management Shareholder, any part or all of the Unvested Incentive Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the terminated Management Shareholder of its intention (or the intention of its designee, as applicable) to purchase Unvested Incentive Shares at any time not later than 90 days after the Termination Date (which 90-day period shall be extended if such transaction is subject to regulatory approval until the Employee ceases expiration of five Business Days after all such approvals have been received, but in no ev ent later than 180 days). The right of the Company (or its designee, as applicable) set forth in this Section 4.04 to purchase a terminated Management Shareholder’s Unvested Incentive Shares (and the Unvested Incentive Shares of the persons or entities deemed to be employed by included in the Company for any reason or no reason, with or without cause, before definition of such Management Shareholder pursuant to this Agreement) is hereinafter referred to as the date the “Purchase Option expires. Option.” (b) The Purchase Option shall expire with respect be exercised by written notice to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period terminated Management Shareholder signed by an officer of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control on behalf of the Company. For purposes Such notice shall set forth the number of Unvested Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Unvested Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee good title to such of the Unvested Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities , claims and options of whatever nature other than those imposed under this Agreement, a "Change and concurrently with such delivery, the Company and/or its designee shall deliver to the seller the full amount of the Option Purchase Price for such Securities in Control" means an event cash by certified or occurrence bank cashier’s check. (c) The “Option Purchase Price” for the Unvested Incentive Shares to be purchased from such Management Shareholder pursuant to the Purchase Option shall equal the price calculated as set forth below: Resignation or termination for any reason other than Cause Adjusted Cost Price Termination with Cause Lesser of Fair Market Value or Adjusted Cost Price Notwithstanding anything to the contrary contained herein, in connection with the exercise of any one or more Purchase Option pursuant to Section 4.04, the Company may offset from the Option Purchase Price paid to any Management Shareholder the aggregate amount of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one any outstanding principal and accrued but unpaid interest due on any indebtedness of such subsections but is specifically exempted from another such subsection):Management Shareholder to the Company.

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) The through (g) below: (a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, for a sum of $.001 per share the Grantor (as defined below) shall sell to the "Option Price"Company and/or its assignee(s), all or any part or all portion (at the Company's option) of the Shares if held by the Employee ceases Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of Termination of Service of the Employee. Such notice shall state the number of Purchasable Shares to be employed purchased by the Company for any reason or and the determination of the purchase price of such Purchasable Shares. If no reasonnotice is given within the time limit specified above, with or without cause, before the date the Purchase Option expires. shall be deemed to have terminated. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall expire with respect to all be the shares on the earliest Book Value (as defined below) per share as of the following dates date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Purchasable Shares shall be paid in cash or events:by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (1d) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of rights under this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Section 7 shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ___________ (a) The Company shall have the right and option (the "“Holder”), as registered owner of this Purchase Option") , to purchase the Company, Holder is entitled, at any time or from time to time upon the Employeelater of the consummation of a Business Combination or _________ ___, for a sum of $.001 per share 2019 (the "Option Price"“Commencement Date”), any part and terminating at or all before 5:00 p.m., New York City local time, on the five year anniversary of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the effective date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest (“Effective Date”) of the following dates Registration Statement (“Expiration Date”), to subscribe for, purchase, and receive, in whole or events: in part, up to two hundred fifty thousand (1250,000) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph units (1“Units”) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion each Unit consisting of one share of Class A common stock of the Employee's physician or upon Company, par value $0.0001 per share (“Common Stock”) and one warrant (“Warrant”), with each warrant entitling the opinion holder to purchase one share of one or more physicians selected Common Stock. Each Warrant is the same as the warrant included in the Units being registered for sale to the public by the Company. (5) Notwithstanding the provisions way of the Plan Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five-year anniversary of the Effective Date. During the period beginning on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of a Change in Control any of the Companyevents specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):The term “

Purchase Option. (a) The If (i) Employee's employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase from the Employeepurchase, for a sum of $.001 per share (the "Option Price"), any part or all of the Shares and if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date the Purchase Option expires. is exercised, Employee (or Employee's executor or the administrator of Employee's estate or the Person who acquired the right to exercise an Option by bequest or inheritance in the event of Employee's death, or Employee's legal representative in the event of Employee's incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option or Options held by the Grantor (such Option Shares and Option or Options collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: within one (1) The last day year from the date of the Companytermination of Employee's 2002 fiscal year if employment or engagement or such Change of Control. Such notice shall state the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes number of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the Plan date of notice of exercise of the Purchase Option times the number of shares being purchased, in the case of the First Option, the Fair Market Value per share less the applicable per share First Option Exercise Price, times the number of Exercisable Shares subject to such First Option which are being purchased, and in the case of the Second Option, the Fair Market Value per share less the applicable per share Second Option Exercise Price, times the number of Exercisable Shares subject to such Second Option which are being purchased. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the contrarypurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the occurrence Grantor shall have failed to obtain the release of a Change in Control any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To assure the enforceability of the Company. For purposes of 's rights under this AgreementSection 11, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a "Change conspicuous legend in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):substantially the following form:

Purchase Option. (a) a. The Company Shares shall have be subject to the right and option (the "Purchase Option") set forth in this Section 2. In the event that Grantor shall cease to be engaged, either as a consultant or as an employee, by the Company (including a parent or subsidiary of the Company) under the circumstances set forth in Section 2(b) of this Agreement (the "Section 2(b) Event"), the Company shall have the right, at any time within 90 days after the date Grantor ceases to be so engaged (the "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Employee, for Grantor at a sum purchase price of $.001 .10 per share (as adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) below, upon the terms hereinafter set forth. b. If any part of the following items (i) or (ii) occurs: i. Grantor repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which is 12 months following the date of the successful completion of the IPO, with "Cause," (as defined below); prior to the occurrence of any Termination Event (as defined in Section 9), then the Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares if Shares; (B) Following the Employee ceases to be employed by IPO, the Company for any reason or no reason, with or without cause, before the date may exercise the Purchase Option expires. The Purchase Option shall expire with respect as to all a number of Shares equal to the shares on total number of Shares less an aggregate number of Shares equal to the earliest product (rounded down to the nearest whole Share) of the following dates or events: (1i) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 1/12 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1ii) the earnings per share for aggregate number of full calendar months following the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for IPO that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he Grantor has been unable engaged as an employee to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon times (iii) the opinion total number of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyShares (_______). (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) The through (vii) below: (i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"). (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of the Option Holder's Termination of Service. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase from price of such Purchasable Shares. If no notice is given within the Employeetime limit specified above, the Purchase Option shall be deemed to have terminated. (iii) The purchase price to be paid for a sum the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of $.001 any Shares, the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the "applicable per share Option Price")exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. The purchase price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, any part the Grantor shall deliver to the purchaser(s) the certificates or all instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares if the Employee ceases to be employed by the Company for any reason or no reasonscheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events:encumbered. (1iv) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of rights under this paragraph (1m) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) The through (vii) below: (i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the right and option (the "Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"). (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of Termination (as defined in the Employment Agreement) of the Option Holder's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase from price of such Purchasable Shares. If no notice is given within the Employeetime limit specified above, the Purchase Option shall be deemed to have terminated. (iii) The purchase price to be paid for a sum the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of $.001 any Shares, the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the "applicable per share Option Price")exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. The purchase price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, any part the Grantor shall deliver to the purchaser(s) the certificates or all instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares if the Employee ceases to be employed by the Company for any reason or no reasonscheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or without cause, before the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events:encumbered. (1iv) The last day To ensure the enforceability of the Company's 2002 fiscal year if rights hereunder, each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of rights under this paragraph (1m) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance terminate upon the opinion consummation of the Employee's physician or upon the opinion of one or more physicians selected by the Companyan Initial Public Offering. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 450,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from serve the EmployeeCompany as a consultant, employee, or as a member or Chairman of the Board of Directors for a sum at least an average of $.001 two (2) days per share week until August 1, 1998 and an average of one (1) day per week thereafter (the "Option PriceMinimum Service Requirement"), any part or all of the Shares if the Employee ceases to be employed by the Company ) for any reason reason, or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to the Minimum Service Requirement, for 9,375 shares of the Stock shall vest at the end of each month after August 1, 1997 (the "Vesting Commencement Date"). Provided that fiscal year is at least 1.5 times the earnings per share for Purchaser continues to meet the Company's 2001 fiscal year. For purposes Minimum Service Requirement until four (4) years after the Vesting Commencement Date, all of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, Stock purchased hereunder shall be $1.09vested. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Company. (5) Notwithstanding the aggregate repurchase price. The provisions of this paragraph 3 shall terminate on the Plan to the contrary, the occurrence closing date of a Change in Control sale of assets or merger or other business combination of the Company. For purposes Company pursuant to which shareholders of this Agreement, Company receive securities of a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):buyer whose shares are publicly traded.

Purchase Option. (a) The Company A total of 325,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , 67,708 of this paragraph the Shares shall vest on November 29, 2000 (1the "Vesting Commencement Date"), then one forty-eighth (1/48) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09monthly thereafter. (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs (A) the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through (D) below (including an event or occurrence that constitutes a Change in Control under one the second anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) The Company shall have the right and option "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (the "Purchase OptionCompany") ), Holder is entitled, at any time or from time to purchase time from the Employeelater of: (i) the consummation of an Acquisition Transaction, for a sum of $.001 per share Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Option PriceCommencement Date"), any part and at or all before 5:00p.m., Eastern Time, ending on the earlier of the Shares if the Employee ceases to be employed by the Company for any reason (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or no reason, with or without cause, before (ii) the date the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which this purchase warrant is redeemed, in accordance with the earnings per share for each fiscal year terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in such periodwhole or in part, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed up to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors 100,000 Units of the Company, as described in reliance upon the opinion Prospectus of the Employee's physician or Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Option. This Purchase Option is initially exercisable at $12.50 per Unit; provided, however, that upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control any of the Companyevents specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be adjusted as therein specified. For purposes of this AgreementThe term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):depending on the context.

Purchase Option. Unless Section 4.1 or 4.2 is otherwise applicable, if (ai), and at such time as, R. Stevxx Xxxxx' xx no longer a director, officer or employee of the Company or any Subsidiary of the Company, for any reason at any time or (ii) The a Change of Control occurs, the Company shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, R. Stevxx Xxxxx (xx the executor or administrator of R. Stevxx Xxxxx' xxtate, in the event of R. Stevxx Xxxxx' xxath, or R. Stevxx Xxxxx' xxgal representative in the event of his incapacity) (hereinafter, collectively with R. Stevxx Xxxxx, xxe "Grantor") shall sell to HMTF, (or as provided in Section 6.1.4 an assignee of HMTF) all or any portion (at the option of HMTF acting for a sum itself or, if applicable, its assignee) of $.001 per share the shares of Common Stock, Warrants and/or Common Stock Equivalents held by the Grantor (such shares of Common Stock, Warrants and/or Common Stock Equivalents collectively being referred to as the "Purchasable Securities"), subject to HMTF's (or, if applicable, its assignee) compliance with the conditions hereinafter set forth. HMTF (acting for itself or, if applicable, its assignee) shall give notice (the "Option PricePurchase Notice"), any part or all ) in writing to the Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expireswithin 120 days from the date R. Stevxx Xxxxx xx no longer a director, officer or employee of the Company or any Subsidiary of the Company or such Change of Control. The Such Purchase Notice shall state the number of Purchasable Securities to be purchased and the exercise price for each Purchasable Security (on a per share basis or, in the case of securities other than capital stock, other applicable denomination). If no notice is given within the time limit specified above, the Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09terminate. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Controls occurs, the Company and/or its designees shall have the right and option (the "Purchase Option") to purchase from purchase, and if the Employeeoption is exercised, for a sum you (or your executor or the administrator of $.001 per share your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option PriceShares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"), any part or all subject to the Company's compliance with the conditions hereinafter set forth. (b) The Company shall give notice in writing to the Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expires. The Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: within one (1) The last day year from the date of the Company's 2002 fiscal year if termination of your relationship or such Change of Control. Such notice shall state the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes number of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed Purchasable Shares to be permanently disabled if he has been unable to perform his duties for purchased and the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the CompanyFair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the CompanyPurchase Option shall terminate. (5c) Notwithstanding The purchase price to be paid for the provisions Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Plan Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver or shall cause to be delivered to the contrarypurchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the occurrence Grantor shall have failed to obtain the release of a Change in Control any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (d) To assure the enforceability of the Company. For purposes 's rights under this Section 7, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: (e) The Company's rights under this Section 7 shall terminate upon the consummation of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Qualifying Public Offering.

Purchase Option. (a) The Company A total of _________ shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the first day of each month following _____ __, _____ (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or more member of paragraphs (A) the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through (D) below (including an event or occurrence that constitutes a Change in Control under one the second anniversary of such subsections but is specifically exempted from another such subsection):the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. If (ai), and at such time as, a Holder is no longer a director, officer or employee of the Company or any Subsidiary of the Company, for any reason at any time or (ii) The a Change of Control occurs, the Company shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, such Holder (or the executor or administrator of such Holder's estate, in the event of such Holder's death, or such Holder's legal representative in the event of his incapacity) (hereinafter, collectively with such Holder, the "Grantor") shall sell to HMTF (or, as provided in Section 6.1.4, an assignee of HMTF) all or any portion (at the option of HMTF acting for a sum itself or, if applicable, its assignee) of $.001 per share the shares of Common Stock, the Warrants, and/or Common Stock Equivalents held by the Grantor (such shares of Common Stock, the Warrants, and/or Common Stock Equivalents collectively being referred to as the "Purchasable Securities"), subject to HMTF's (or, if applicable, its assignee's) compliance with the conditions hereinafter set forth. HMTF (acting for itself or, if applicable, its assignee) shall give notice (the "Option PricePurchase Notice"), any part or all ) in writing to the Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expireswithin one year from the date such Holder is no longer a director, officer or employee of the Company or any Subsidiary of the Company or such Change of Control. The Such Purchase Notice shall state the number of Purchasable Securities to be purchased and the exercise price for each Purchasable Security (on a per share basis or, in the case of securities other than capital stock, other applicable denomination). If no notice is given within the time limit specified above, the Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09terminate. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company's Purchase Option (as defined below). (b) The Company shall have the right and option to repurchase the Shares (the "Purchase Option") to purchase from the Employee, for as set forth in this Paragraph 3 at a sum price of $.001 .00l per share (the "Option Price"), any part or all of . In the Shares if the Employee ceases event purchaser shall cease to be employed by the Company (including a parent or subsidiary of the Company) for any reason or no reason, with or without causeexcept as provided in subparagraph (d) hereof (the "Termination"), before the date the Purchase Option expiresshall come into effect. Following a Termination, the Company shall have the right as provided in subparagraph (c) hereof, to exercise the Purchase Option to purchase from the Purchaser or his personal representative, as the case may be, at the Option Price any or all of the Shares in which Purchaser has not acquired a vested interest in accordance with the vesting provisions below: (i) 25% vested as of June 25, 1990; (ii) 2.1% vested on the 25th day of each month beginning June 25, 1991 for the next thirty-six (36) months so that the Shares will be fully vested as of June 25, 1994. (c) Within forty-five (45) days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(b), as to whether it wishes to purchase the Shares pursuant to exercise of the Purchase option. If the Company (or its assignee) elects to purchase the Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than fifteen (15) days from the date of such notice. At such closing, the Company (or its assignee) shall tender payment for the Shares and the certificates representing the Shares so purchased shall be cancelled. Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Purchase Option has been exercised from Purchaser to the Company. The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or in cash (by check), or both. (d) In the event Purchaser's employment shall terminate as a result of his death or permanent disability, the Purchase Option shall expire with respect not apply to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabledand shall thereafter be terminated. The Employee Purchaser shall be deemed to be permanently disabled if in the event he has been unable is unable, as a result of a mental or physical condition, to perform his employment duties for to the Company for and a six consecutive month period. The determination of disability shall be made by qualified physician, acceptable to the Board of Directors of the Company, in reliance upon establishes to the opinion reasonable satisfaction of the Employee's physician or upon the opinion Board of Directors that such condition will continue for a period of not less than one or more physicians selected by the Company(1) year. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company A total of 400,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the first day of each month following February 1, 2000 (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (Diii) below (including If Purchaser's services as an event employee, officer, consultant or occurrence that constitutes a Change in Control under one member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such subsections but is specifically exempted from another service following the Acquisition, the portion of the Stock which would have vested absent such subsection):termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (ai) The Company (and/or any person or entity designated by it) shall have an option to purchase, at the right and option price determined pursuant to subparagraph (the "Purchase Option"iii) to purchase from the Employee, for a sum of $.001 per share (the "Option Price"this Section 8.7(b), any part or all of the Shares if Units held by any Member (other than US LEC, Xxxxxxx or Aab) who dies, is dissolved, is adjudicated to be incompetent, who voluntarily files for bankruptcy or is adjudicated as bankrupt, who is liquidated, for whom a receiver is appointed, who makes an assignment for the Employee benefit of its creditors or who ceases to be employed by the Company for any reason or no reason, including, but not limited to, retirement, resignation or termination (with or without cause, before the date the Purchase Option expires). The Purchase Option option granted to the Company under this Section 8.7(b) shall expire with respect to all be exercisable for a period ending ninety (90) days after the shares on the earliest Company’s receipt of written notice of any of the following dates foregoing events. Such notice may be given by any Member or events: (1) The last day Manager with knowledge of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09such event. (2ii) The last day decision of whether to exercise any option accruing to the Company under this Section 8.7(b) (and whether to designate any purchaser other than the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the vote of the Board of Directors Managers (not including the selling Member if he, she or it is also a Manager) acting unanimously and in its sole discretion. (iii) If the Company elects to exercise an option accruing to it pursuant to this Section 8.7(b), it shall do so by transmitting to the Member (or the legal representative of the Member) whose Units are the subject thereof, not later than the date of expiration of the applicable option period, a written notice setting forth (A) the name and address of each purchaser, (B) the number of Units to purchased by each purchaser, (C) the purchase price to be paid by each purchaser for such Units (as determined pursuant to subparagraph (v) of this Section 8.7(b)), and (D) the date (which shall be not later than thirty (30) days after the date of expiration of the option period) on which payment (in the manner provided in subparagraph (iv)) of the purchase price for said Units shall be made, The failure of the Company to exercise an option accrued pursuant to Section 8.7(b) shall not be deemed to constitute a waiver of the Company, ’s rights to exercise any other option that has previously accrued or may subsequently accrue pursuant to this Section 8.7(b) in reliance upon the opinion respect of the Employee's physician or upon the opinion of one or more physicians selected by the Companyany Units as to which such option has not been exercised. (5iv) Notwithstanding On the provisions payment date fixed as provided in subsection (iii) hereof, the purchase price for the Units in respect of which an option accruing under this Section 8.7(b) has been exercised shall be paid on the terms hereinafter set forth (or as otherwise mutually agreed by the relevant parties). Except as provided below, each purchaser (whether the Company or a person or entity designated by it) shall pay twenty percent (20%) of the Plan total purchase price to be paid for the contrary, the occurrence of a Change Units to be purchased by such purchaser in Control cash and shall deliver in payment of the Companybalance thereof a promissory note payable in four (4) equal installments each in the amount of twenty percent (20%) of the total purchase price, payable on the first, second, third and fourth anniversaries of the date of the initial cash payment. For purposes of this Agreement, a "Change in Control" means an event or occurrence The note shall provide that the outstanding principal balance shall bear interest at the applicable federal rate as set forth in the Code for obligations of similar length. All accrued but unpaid interest shall be due and payable annually when principal payments are due. (v) The purchase price to be paid for any one or more Unit purchasable upon the exercise of paragraphs (Aan option accruing under this Section 8.7(b) through (Dshall, except as provided in Sections 3.6(b) below (including an event or occurrence that constitutes a Change in Control under one and 3.6(c), be the book value thereof as determined by generally accepted accounting principles consistently applied based upon the last annual audit prior to the exercise of such subsections but option, provided, however, that any insurance proceeds received by the Company or to which it is specifically exempted from another such subsection):entitled upon the life of a deceased Member shall be excluded in the determination of book value.

Purchase Option. If (ai), and at such time as, a Holder is no longer a director, officer or employee of the Company or any Subsidiary of the Company, for any reason at any time or (ii) The a Change of Control occurs, the Company shall have the right and option (the "Purchase Option") to purchase from purchase, and if the EmployeePurchase Option is exercised, such Holder (or the executor or administrator of such Holder's estate, in the event of such Holder's death, or such Holder's legal representative in the event of his incapacity) (hereinafter, collectively with such Holder, the "Grantor") shall sell to HMTF (or, as provided in Section 6.1.4, an assignee of HMTF) all or any portion (at the option of HMTF acting for a sum itself or, if applicable, its assignee) of $.001 per share the shares of Common Stock and/or Common Stock Equivalents held by the Grantor (such shares of Common Stock and/or Common Stock Equivalents collectively being referred to as the "Purchasable Securities"), subject to HMTF's (or, if applicable, its assignee's) compliance with the conditions hereinafter set forth. HMTF (acting for itself or, if applicable, its assignee) shall give notice (the "Option PricePurchase Notice"), any part or all ) in writing to the Grantor of the Shares if the Employee ceases to be employed by the Company for any reason or no reason, with or without cause, before the date exercise of the Purchase Option expireswithin one year from the date such Holder is no longer a director, officer or employee of the Company or any Subsidiary of the Company or such Change of Control. The Such Purchase Notice shall state the number of Purchasable Securities to be purchased and the exercise price for each Purchasable Security (on a per share basis or, in the case of securities other than capital stock, other applicable denomination). If no notice is given within the time limit specified above, the Purchase Option shall expire with respect to all the shares on the earliest of the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09terminate. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made by the Board of Directors of the Company, in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. (5) Notwithstanding the provisions of the Plan to the contrary, the occurrence of a Change in Control of the Company. For purposes of this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

Purchase Option. (a) The Company Lessee shall have the right and option (exercisable by --------------- giving the Lessor irrevocable written notice (the "Purchase OptionNotice") of the --------------- Lessee's election to exercise such option) to purchase from all, and not less than all, of the EmployeeProperties and the Loans on or after February 2, 2003, and prior to the Expiration Date at a purchase price equal to the Purchase Option Price. The Lessee shall deliver the Purchase Notice to the Lessor not less than 90 days prior to the proposed closing date for a sum the transfer of $.001 per share the Properties and the Loans (the "Purchase Option PriceClosing Date"), any part which date shall in no event be ---------------------------- later than the Expiration Date. If the Lessee exercises its option to purchase the Properties and the Loans pursuant to this Section 21.1 (the "Purchase ------------ -------- Option"), the Lessor shall transfer to the Lessee or its designee all of the Shares if ------ Lessor's right, title and interest in and to the Employee ceases to be employed by Properties and the Company for any reason or no reason, with or without cause, before Loans upon receipt of the date Purchase Price on the Purchase Option expiresClosing Date. The Purchase Option shall expire with respect Lessee may designate, in a notice given to all the shares on Lessor not less than ten Business Days prior to the earliest closing of such purchase (time being of the following dates essence), the transferee or events: (1) The last day of transferees to whom the Company's 2002 fiscal year if the Company's earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (2) The last day of the Company's 2003 fiscal year if the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share for the Company's 2001 fiscal year. For purposes of this paragraph (2) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09. (3) The last day of a three consecutive fiscal year period of the Company beginning after the 2001 fiscal year in which the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, is at least 1.15 times the earnings per share for the preceding fiscal year of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability conveyances shall be made by (if other than to the Board of Directors of the CompanyLessee), in reliance upon the opinion of the Employee's physician or upon the opinion of one or more physicians selected by the Company. which case such conveyances shall (5) Notwithstanding the provisions of the Plan subject to the contraryterms and conditions set forth herein) be made to such designee or designees; provided, the occurrence -------- however, that such designation of a Change in Control transferee or transferees shall not cause ------- the Lessee to be released, fully or partially, from any of the Company. For purposes of its obligations under this Agreement, a "Change in Control" means an event or occurrence set forth in any one or more of paragraphs (A) through (D) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):Lease.

Purchase Option. (a) The Company A total of 800,000 shares of the Stock ("Purchasable Shares") shall have be subject to the right and option of the Company to repurchase such shares (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchase from the Employeeserve as an employee, for a sum of $.001 per share (the "Option Price")officer, any part consultant or all member of the Shares if the Employee ceases to be employed by Board of Directors of the Company for any reason or no reason, with or without cause, before including involuntary termination, death or temporary or permanent disability (the date "Termination"), the Purchase Option expiresshall come into effect, subject to Section 3(c) below. The Purchase Option Following a Termination, the Company shall expire with respect have the right, as provided in subparagraph (b) hereof, to all purchase from the shares on Purchaser or his personal representative, as the earliest of case may be, at the following dates or events: (1) The last day of the Company's 2002 fiscal year if the Company's earnings purchase price per share, determined share originally paid as set forth in Exhibit A heretoparagraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, for that fiscal year is at least 1.5 times officer, consultant or member of the earnings per share for Board of Directors of the Company's 2001 fiscal year. For purposes , one forty-eighth (1/48) of this paragraph the Shares shall vest on the first day of each month following October 1, 1999 (1) the earnings per share for the Company's 2001 fiscal year, prior to adjustment, shall be $1.09"Vesting Commencement Date"). (2b) The last day Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's 2003 fiscal year if option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the earnings per share, determined as set forth in Exhibit A hereto, for that fiscal year is at least 1.5 times the earnings per share Company (or its assignee) shall tender payment for the Company's 2001 fiscal year. For purposes of this paragraph (2) Unvested Shares and the earnings per share for certificates representing the Company's 2001 fiscal year, prior to adjustment, Unvested Shares so purchased shall be $1.09. (3) canceled. The last day of a three consecutive fiscal year period Option Price shall be payable, at the option of the Company beginning after by cancellation of all or any outstanding indebtedness of Purchaser to the 2001 fiscal year Company (including but not limited to indebtedness under the Note) or in which cash or by check. If the earnings per share for each fiscal year in such period, determined as set forth in Exhibit A hereto, Purchase Option is at least 1.15 times assigned by the earnings per share for Company and the preceding fiscal year fair market value of the Company. (4) The date the Employee dies or becomes permanently disabled. The Employee shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period. The determination of disability shall be made shares, as determined by the Board of Directors of the Company, in reliance upon exceeds the opinion repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Employee's physician or upon shares repurchased and the opinion of one or more physicians selected by the Companyaggregate repurchase price. (5c) Notwithstanding the provisions If there is any sale of all, or substantially all, of the Plan to the contrary, the occurrence of a Change in Control assets of the Company. For purposes , or any merger or consolidation as a result of this Agreementwhich the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, a an "Change Acquisition"), then the Purchase Option in Control" means an event or occurrence favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any one acceleration or more continued vesting of paragraphs the Stock beyond the date of Purchaser's voluntary termination; (Aii) through If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (Diii) below (including If Purchaser's services as an event employee, officer, consultant or occurrence that constitutes a Change in Control under one member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such subsections but is specifically exempted from another service following the Acquisition, the portion of the Stock which would have vested absent such subsection):termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.