Common use of Stock Options Clause in Contracts

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executedEffective as of August 4, the Company 1997, PathNet shall grant Employee Executive under the PathNet, Inc. 1997 Stock Incentive Plan (the "1997 Plan"), nonqualified stock options to acquire 30,000 on 296,122 shares of Company Common Stockcommon stock, pursuant and subject to par value $.01 per share of PathNet at an exercise price of $3.28 per share. Such options shall have a ten-year term, shall vest over three consecutive years with one-third of such shares vesting at the end of each year. Such options shall be evidenced by an Option Agreement attached hereto on EXHIBIT A that shall contain, among other terms and conditions herein customary in option grants to senior executives of PathNet, the following terms and the terms conditions: (i) Upon expiration of the CompanyTerm of Employment or the termination of the Executive's 2004 Omnibus Incentive Compensation Plan (attached hereto employment with PathNet upon the death or disability of Executive, the termination of Executive without cause by PathNet or the Constructive Termination of Executive as Exhibit "A"described in SECTION 6(a). Such option , SECTION 6(b), SECTION 6(d) and SECTION 6(f), respectively, in the event that all or any portion of the options granted pursuant to the Option Agreement are still in force and unexpired, the portion of the unmatured options that would have vested at the end of the year in which such termination occurs, shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share accelerated and any remaining unvested portion of the options shall be the closing price forfeited. Such acceleration shall be effective as of the Company Common Stock on the date approved by the Compensation Committee of the Board termination of Directorsthe employment of Executive with PathNet under the circumstances described above. Options The vested portion of the options, including any options which accelerate pursuant to this SECTION 2(d)(i), may be exercised by Executive (or Executive's heirs and successors), during the twenty-four (24) month period beginning on such date but shall vest on each quarterly anniversary until fully vested and exercisable terminate at the end of the third anniversary such twenty-four (24) month period; and (ii) Upon termination of the grant date at a rate of 8.33% per quarter. The Executive's employment with PathNet pursuant to SECTION 6(e), the options granted pursuant to Employee under the 2004 Omnibus Incentive Compensation Plan Option Agreement shall be nonstatutory stock terminate except to the extent that such options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters exercisable on the date of termination of EmployeeExecutive's service employment with PathNet and to the Company; and bextent any options are exercisable on such date of termination of the Executive's employment with PathNet, such options may be exercised by Executive during the three (3) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters month period beginning on the date two months of such termination of Executive's employment with PathNet but shall terminate at the end of such period. (iii) Upon termination of the Executive's employment with PathNet pursuant to SECTION 6(c), the options granted whether or not vested shall terminate and be forfeited. (iv) Upon the election by Executive by written notice to such effect delivered to PathNet within ten (10) business days after the date of the Employeetermination of Executive's employment by PathNet, PathNet shall pay the aggregate Fair Value of the option then vested or held by Executive as of the date of the termination without Cause of Executive's employment with PathNet (the "Cash Out Amount") to Executive over time (i) in the event any shares of Series A Convertible Preferred Stock or Retirement the Series B Convertible Preferred Stock of PathNet are still issued and outstanding or any time after a Qualified Public Offering (all as such term is defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A1997 Plan). Additional options may be granted to Employee , in the discretion installments which will become due and payable within thirty (30) days of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in date that a minimum amount holder of options to purchase 10,000 preferred stock of PathNet (or of common stock after conversion of such preferred stock) transfers, sells or disposes of any such shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Termpreferred stock or common stock, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public companycase may be, Company to an unaffiliated third party and each such installment shall use commercially reasonable efforts to: (i) cause be in an amount equal to the shares proceeds received by such holder of Common Stock reserved for issuance to Employee preferred stock or common stock, respectively, pursuant to the Company's 2004 Omnibus Incentive Compensation Plan such transfer or sale, until such time as PathNet has paid to be included in a registration statement on Form S-8 (the "Registration Statement") relating Executive an aggregate amount equal to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; Cash Out Amount or (ii) cause in the event no shares of Series A Convertible Preferred Stock or Series B Convertible Preferred Stock of PathNet are issued and outstanding and a Qualified Public Offering has not occurred, if PathNet has sufficient funds on hand, in a lump sum payable as soon as practicable or in the event PathNet does not have sufficient funds on hand, in equal monthly installments due and payable on the last day of each month beginning on the last day of the month in which the Executive's employment is terminated and ending twelve (12) months thereafter. For purposes of this SECTION 2(d)(iv), "Fair Value" shall mean the value of such awards option as determined by PathNet and Executive, or if they are unable to agree, by an independent appraiser to be mutually selected by PathNet and Executive. If PathNet and Executive are unable to agree upon an appraiser, each shall designate an appraiser and the shares issuable pursuant to such awards to two appraisers shall select a third appraiser who shall be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the appraiser. The appraiser shall be a nationally recognized United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed investment banking firm which has not at any time within the two years preceding its selection acted in any capacity on the principal exchange behalf of PathNet or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseExecutive.

Stock Options. Effective as of the pricing date of BridgeStreet's initial public offering (a) On the date this Agreement is executed"IPO"), and subject to the closing thereof, the Company Executive shall grant Employee be granted stock options to acquire 30,000 purchase seventy-five thousand (75,000) shares of Company Common Stock of BridgeStreet at a price per share equal to the IPO price per share of BridgeStreet Common Stock. Such stock options shall be granted pursuant to, pursuant and shall be subject to the terms and conditions herein of, BridgeStreet's employee stock option plan or other equity incentive plan then in effect and the policies of the Board then in effect with regard to the grant of stock options and the terms hereof, but shall in all events provide as follows: (i) The term of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option stock options shall be substantially in the form for ten years (subject to earlier termination as set forth in the Non-Qualified Stock Option Grant plan for merger and similar transactions). (attached hereto as Exhibit "B"). ii) The exercise price per share stock options shall become exercisable in equal installments on the first, second and third anniversaries of the date of the IPO provided that on each such date the Executive is employed by BridgeStreet. (iii) In the event that the Company undergoes a Change in Control (as defined in Exhibit B attached hereto) all of the stock options shall be the closing price of the Company Common Stock become exercisable effective on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue CodeChange in Control. (biv) Each option granted under In the event BridgeStreet terminates the Executive's employment with BridgeStreet notwithstanding the terms of this Agreement, all of the 2004 Omnibus Incentive Compensation Plan stock options shall be become exercisable and shall remain exercisable for a term period of ten years and shall provide that (except as otherwise provided in this Agreement: a) in one year from the date of termination. In the event EmployeeBridgeStreet terminates the Executive's service employment with BridgeStreet for Cause (as hereinafter defined), all of the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in stock options exercisable by the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters Executive on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may shall be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and exercisable for a period of five years after exercisethree months from the date of termination and all other stock options shall terminate as of the date the Executive's employment terminates. (v) In the event the Executive's employment with BridgeStreet terminates because of his death, all of the stock options shall become exercisable.

Stock Options. Effective as of the pricing date of BridgeStreet's initial public offering (a) On the date this Agreement is executed"IPO"), and subject to the closing thereof, the Company Executive shall grant Employee be granted stock options to acquire 30,000 purchase 150,000 shares of Company Common Stock of BridgeStreet at a price per share equal to the IPO price per share of BridgeStreet Common Stock. Such stock options shall be granted pursuant to, pursuant and shall be subject to the terms and conditions herein of, BridgeStreet's employee stock option plan or other equity incentive plan then in effect and the policies of the Board then in effect with regard to the grant of stock options and the terms hereof, but shall in all events provide as follows: (i) The term of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option stock options shall be substantially in the form for ten years (subject to earlier termination as set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"plan for merger and similar transactions). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (bii) Each option granted under The stock options shall become exercisable in equal installments on the terms first, second and third anniversaries of the 2004 Omnibus Incentive Compensation Plan shall be for a term date of ten years and shall provide the IPO provided that on each such date the Executive is employed by BridgeStreet. (except as otherwise provided in this Agreement: aiii) in In the event Employee's service with that the Company terminates for any reason except termination without Cause, death, Disability, or Retirement undergoes a Change in Control (all as defined in Exhibit B attached hereto) all of the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters stock options shall become exercisable effective on the date of termination of Employee's service with the Company; and bChange in Control. (iv) if Employee's service with All stock options exercisable by the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters Executive on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company his employment with BridgeStreet terminates shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and exercisable for a period of five years after exerciseone year from the date of termination unless such termination is by BridgeStreet notwithstanding the terms of this Agreement, in which event all of the stock options shall become exercisable effective on the date of such termination and shall remain exercisable for the balance of the ten-year term of the stock options. Following expiration of the term hereof (or of the term of any successor to this Agreement), (A) if the Executive advises BridgeStreet in writing that he is willing to continue his employment with BridgeStreet and BridgeStreet does not offer the Executive continued employment by BridgeStreet on financial terms no less favorable to the Executive than those set forth in this Agreement or (B) if BridgeStreet elects not to continue the Executive's employment for any reason other than a disability which would have entitled BridgeStreet to terminate this Agreement pursuant to Section 5(b) or conduct of the Executive which would have constituted Cause under Section 5(b), all of the stock options shall remain exercisable for the balance of the ten-year term of the stock options; otherwise, all stock options shall remain exercisable for a period of one year from the date the Executive's employment with Brid▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.

Stock Options. (a) On the date this Agreement is executed, the The Company shall grant Employee Executive the following “Awards” under the Company’s 2018 Equity Incentive Plan (the “Plan”): (i) options to acquire 30,000 purchase 950,000 shares of Company “Common Stock,” as defined in the Plan, effective on the Commencement Date provided that Executive has commenced his employment on that date (the “Initial Grant”); (ii) options to purchase 50,000 shares of Common Stock, pursuant and subject to the terms and conditions herein and the terms effective on upon Executive’s completion of one year of continuous service as an employee of the Company's 2004 Omnibus Incentive Compensation Plan Company or of a Subsidiary from the date of this Agreement (attached hereto the “Second Grant”), and (iii) restricted stock units (“RSUs”) with respect to 65,000 shares of Common Stock, effective upon Executive’s completion of one year of continuous service as Exhibit "A"). Such option shall be substantially in an employee of the form set forth in Company or of a Subsidiary from the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")date of this Agreement. The exercise price per share of the options in the Initial Grant and Second Grant shall be the closing price fair market value of the a share of Company Common Stock on the applicable effective date approved of grant, determined in accordance with the Plan. Executive shall execute a stock option agreement and an RSU agreement provided by the Compensation Committee Company consistent with the terms of the Board of Directors. Options option grants and RSU grant and the Plan. (i) The options in the Initial Grant shall vest on each quarterly anniversary until fully vested and thereby become exercisable at the end as follows: twenty-five percent of the third options shall vest upon Executive’s completion of one year of continuous service as an employee of Company or of a Subsidiary from the effective date of the Initial Grant, and the balance of the options shall vest in 36 equal monthly installments, commencing on the first anniversary of the grant effective date at of the Initial Grant, subject to Executive’s continued service as an employee of the Company or of a rate Subsidiary on the applicable vesting date. (ii) The options in the Second Grant shall vest and thereby become exercisable upon Executive’s completion of 8.33% per quarterone year of continuous service as an employee of Company or of a Subsidiary from the effective date of the Second Grant. (iii) The RSUs shall vest upon Executive’s completion of one year of continuous service as an employee of Company or of a Subsidiary from the effective date of the grant. Vested RSUs shall be settled in shares of Common Stock, provided, however, that, the Company may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock for vested RSUs. The amount of cash, if any, paid in lieu of delivery of shares of Common Stock shall be determined in accordance with Section 7.2(e) of the Plan. (iv) Continuous service shall have the meaning ascribed in the Plan. Except to the extent that provisions of the Plan relating to termination of continuous service as an employee apply to the termination of options, to the extent not exercised, the options shall expire ten years from the effective date of grant. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under to the extent permitted by Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On 11.1 As an inducement to Employee to enter into this Agreement the Company hereby grants, as of the date of this Agreement is executedAgreement, the Company shall grant to Employee options to acquire 30,000 purchase shares of Company the Company’s Common Stock, pursuant and subject $.001 par value, as follows: Subject to the terms and conditions herein of the Company’s 2000 Employees’ Stock Option Plan (the “Plan”), and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form and conditions set forth in the Non-Qualified Stock Option Grant Agreement which are incorporated herein by reference, the Employee is hereby granted options to purchase 400,000 shares of the Company’s Common Stock, which shall vest monthly over a period of two years, as long as Employee continues to be an employee of the Company but subject to Section 11.2 hereto, as follows: 16,682 shall vest on January 31, 2007 and the remainder shall vest at the rate of 16,666 on the last day of each month for the next 23 months (attached hereto as Exhibit "B"the “Options”). The exercise price of the Options shall be the fair market value per share of the Company’s Common Stock as of the date of grant and shall contain such other terms and conditions as set forth in the stock option agreement. The foregoing Options shall be qualified as incentive stock options to the maximum as allowed by law. The Options provided for herein are not transferable by Employee and shall be exercised only by Employee, or by his legal representative or executor, as provided in the Plan. Such Options shall terminate as provided in the Plan, except as otherwise modified by this Agreement. 11.2 In the event of a termination of Employee’s employment with the Company pursuant to Section 9.1(c) or 9.3(e) or by the Employee for Good Reason, notwithstanding anything herein or in any stock option agreement to the contrary, the options granted hereunder which shall have vested on the Date of Termination, plus 200,000 options, will be deemed vested and exercisable for two years from the Date of Termination. The terms of such options shall be deemed amended to take into account the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directorsforegoing provisions. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in In the event of a termination of Employee's service ’s employment with the Company terminates for any reason except termination without Causepursuant to Section 9.1(b), death, Disability, or Retirement (all options granted and not exercised as defined in of the 2004 Omnibus Incentive Compensation Plan - Exhibit A) Termination Date shall terminate immediately and be null and void. In the vested portion event of each option will expire at the close of business at Company headquarters on the date of a termination of Employee's service with the Company; and b) if Employee's service ’s employment with the Company terminates due to termination without Cause the Employee’s death, or RetirementDisability, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause ’s (or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options his estate’s or legal representative’s) right to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee of the Company pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating any stock option or stock option plan to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares extent vested as of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options Termination Date shall remain outstanding and have not been exercised or terminated and exercisable for a period of five years twelve (12) months following the Termination Date, but in no event after exercisethe expiration of the exercise period. In the event of a termination of Employee’s employment with the Company by the Employee other than for Good Reason, the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as of the Termination Date shall remain exercisable for a period of three months following the Termination Date, but in no event after the expiration of the exercise period.

Stock Options. Employee shall be granted the option to purchase an aggregate of 25,000 shares of Class B common stock of Employer. The options shall be automatically converted to options to purchase Class A common stock (voting common stock) convertible upon the closing by the Employer of an initial public offering which results in no less than $10,000,000 in capital being raised by the Employer which shall be a gross amount prior to expenses or commissions (hereinafter such offering is referred to as the "Initial Public Offering"). In the event options have been exercised by the Employee prior to the Initial Public Offering, Employee's shares of Class B common stock shall be automatically converted to Class A common stock. The Employer's options are more particularly described in this paragraph 6, (and all references herein to common stock shall mean the non-voting Class B common stock). (a) On Employee shall be granted the date this Agreement option to purchase 15,000 shares of common stock of the Employer at a price of $7.20 per share, with these options to vest and become exercisable as follows: In the event the Employee is executedstill employed by the Employer on July 1, 1997, options to purchase 5,000 shares of the common stock of the Employer shall vest in the Employee and become exercisable; in the event the Employee is still employed by the Employer at January 1, 1998, options with respect to an additional 5,000 shares of common stock of the Employer shall vest in the Employee and become exercisable; and in the event the Employee is still employed by the Employer at July 1, 1998, options with respect to an additional 5,000 shares of common stock of the Employer shall vest in the Employee and become exercisable. After the vesting of options, the Company Employee shall grant Employee have the right to exercise options with respect to acquire 30,000 those shares of Company Common Stockthat shall have vested, pursuant and subject to all as set forth in the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (stock option agreement attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code.A. (b) Each option In addition to the stock options set forth in paragraph 6(a) above (relating to 15,000 shares of stock), the Employee shall be granted under the terms options to purchase a further 10,000 shares of common stock of the 2004 Omnibus Incentive Compensation Plan shall Employer at the price of $7.20 per share, with such options to vest and be for a term of ten years and shall provide that (except as otherwise provided subject to the contingencies set forth in this Agreement: asection 6(b): (i) During the period between the date of this Agreement and April 30, 1997, Employer and Employee shall negotiate in good faith with respect to setting certain performance criteria which, if fulfilled, would result in the Employee having the option to purchase a further 5,000 shares of the common stock of the Employer, which shall vest in the Employee in the event Employee's service with the criteria established by the parties shall have been fulfilled and in the event Employee shall have continuously been an employee of the Company terminates for any reason except termination without Causethe two-year term of this Agreement ending at December 31, death, Disability, or Retirement 1998. (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Aii) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or RetirementIn addition, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement performance criteria to be negotiated as set forth in paragraph 6(b) (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company i) shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of include performance criteria for options to purchase 10,000 a further 5,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive common stock of the initial 30,000 Share Option GrantEmployer which shall vest at December 31, 1999, and shall be conditional on the Employee having been continuously employed by Employer for the approximately three-year period ending December 31, 1999, and the performance criteria for the vesting of such options having been fulfilled. (c) The performance criteria referred to in this Agreement shall be set forth in writing promptly following any agreement with respect to such criteria. For so long purposes of this Agreement, the Employee shall be deemed to have been continuously employed by the Employer during a period, provided that his employment has not been terminated by the Employer, or he has not terminated his employment voluntarily; provided, however, the Employee's employment shall be deemed terminated as of the Company remains date of his death or his total and permanent disability, which shall mean his inability to perform services for the Employer for a public companycontinuous period of 120 days. (d) Notwithstanding anything to the contrary in this Agreement, Company shall use commercially reasonable efforts to: (i) cause in the shares event the Employer is acquired by or merged into any other entity, or in the event there is, in a single transaction, a sale of Common Stock reserved for issuance more than 25% of the outstanding capital stock of the Employer, then all options granted to Employee pursuant to paragraph 6(a) and (b) above shall vest immediately in Employee at the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares time of the Company's Common Stockmerger, issuable acquisition or change of stock ownership; provided, however, that there shall be no accelerated vesting hereunder as a result of (i) the contemplated private placement of capital stock of the Employer pursuant to which the Company's 2004 Omnibus Incentive Compensation Plan; Employer is seeking $20 million from a party introduced by ▇▇▇▇▇, ▇▇▇▇▇▇, or (ii) cause the sale of capital stock of Employer in the Initial Public Offering. For purposes of determining whether more than 25% of the outstanding capital stock of Employer is sold, this criterion shall be deemed to have been satisfied if after the transaction in question, the owner or owner(s) who acquired capital stock in the new transaction own more than 25% of the capital stock of the Employer, counting only the stock acquired in such awards transaction. (e) Employer agrees that upon the consummation of its Initial Public Offering of capital stock, it will take necessary steps, including the filing of form S-8, to register the stock of optionees such as Employee, subject, however, to the approval and regulations of any underwriter (who shall be entitled to nullify such registration rights for a particular offering if it determines, in good faith, that such rights would adversely affect the market for Employer's stock or the Employer's ability to register and sell its stock). In the event that the registration contemplated in the preceding sentence is not possible, Employer agrees that after its Initial Public Offering of capital stock, it will grant Employee the right, subject to the reasonable regulations of any underwriter (who shall be entitled to nullify the piggyback registration rights for a particular offering if it determines, in good faith, that such rights would adversely affect the Employer's ability to register and sell its stock), piggyback registration rights so Employee can exercise some or all of his options and thereafter immediately sell the shares issuable of common stock of the Employee underlying his options in the public market. Such piggyback registrations shall require the Employee to pay any underwriting commissions or discounts in connection with the sale by the Employee of his shares, and no more than two piggyback registrations shall be available to the Employee hereunder. Notwithstanding the foregoing, in the event the option shares should become freely tradeable pursuant to such awards to be registered or otherwise exempt any exemption available under the securities or blue sky laws rules and regulations of California the Securities and such other jurisdictions Exchange Commission, the piggyback registrations hereunder shall no longer be available to Employee. The Employee shall, in connection with either of the United States as may be applicable; above contemplated methods of registration, also comply with the reasonable requirements of the Employer and (iii) to maintain a current prospectus all the rules and to cause such Common Stock to be listed on regulations of the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding Securities and have not been exercised or terminated and for a period of five years after exerciseExchange Commission.

Stock Options. In addition to the basic salary provided for above, Employer hereby grants to executive the right, privilege and option (athe "Stock Option") On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 purchase Five hundred thousand (500,000) shares of Company Common Stockthe common stock, pursuant $0.001 par value. The "Option Shares" are to be fully vested and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")become exercisable immediately. The exercise price per share of the Option Shares shall be Twenty-five ($.25) per share. The option rights granted hereby shall be cumulative. Upon becoming exercisable, the option rights shall be exercisable at any time and from time to time, in whole or in part; provided, however, that options may be exercised for no longer than three (3) years from the date of this Agreement. The options shall be exercised by written notice directed to Employer, accompanied by a check payable to Employer for the closing price Option shares being purchased. Employer shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the Company Common Stock on the date approved by the Compensation Committee name of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarterExecutive. The options granted to Employee under certificates evidencing such shares shall bear the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years following restrictive legend, unless and shall provide that (except as otherwise provided until such shares have been registered in this Agreement: a) in the event Employee's service accordance with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; Securities and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Exchange Act of 1933 1933, as amended (the "Act") ): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICITON, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICITONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. Employer shall use its best efforts to register the Option Shares under the Act at the earlier of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the time as it registers shares issuable pursuant to a qualified employee stock option plan or such awards time as it registers shares beneficially owned by or issued to either or all of the following individuals: If, and to the extent that the number of shares of common stock of Employer shall be registered increased or otherwise exempt reduced by whatever action, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in stock, or the like, the number of shares subject to the Stock Option and the option price per share shall be proportionately adjusted. If Employer is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Stock Option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Executive additional benefits which he did not have under the securities old Stock Option, or blue sky laws deprive him of California benefits which he had under the old Stock Option. Executive shall have no rights as a stockholder with respect to the Option Shares until exercise of the Stock Option and such other jurisdictions in payment of the United States Option Price as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseherein provided.

Stock Options. (a) On Effective on the date this Agreement is executedhereof, the Company Employer shall ------------- grant Employee options the Executive options, which shall be non-qualified stock options, to acquire 30,000 purchase an aggregate of 300,000 shares of Company the Employer's Common Stock, pursuant and subject to Stock with the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share to be equal to the closing bid price of one share of the options shall be the closing price of the Company Employer's Common Stock as reported by Nasdaq on the date approved of such grant. Such options shall have the following principal terms: (i) Such options shall become vested and become exercisable for a period of ten years from the date hereof in installments as follows: (A) 50,000 shares shall become vested and become exercisable on and after the date of commencement of your employment by the Compensation Committee Employer; (B) 50,000 shares shall become vested and become exercisable on and after the first anniversary of the Board of Directors. Options date hereof; (C) an additional 100,000 shares shall vest on each quarterly anniversary until fully become vested and become exercisable at on and after the end second anniversary of the date hereof; and (D) an additional 100,000 shares shall become vested and become exercisable on and after the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code.hereof; (bii) Each option granted under Such options to the terms of the 2004 Omnibus Incentive Compensation Plan extent not then vested shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) terminate immediately in the event Employee's service with of (a) a termination of this Agreement by the Company terminates Employer for any reason except termination without Cause, death, Disability, Cause or Retirement (all as defined in B) the 2004 Omnibus Incentive Compensation Plan - Exhibit resignation of the Executive; (iii) After such options become vested and become exercisable they shall remain exercisable until the earlier of (A) the vested portion expiration of each option will expire at their term or (B) one year after the close of business at Company headquarters on the date of termination of Employeethis Agreement by the Employer because of the Executive's service death or Permanent Disability; and (iv) The Employer shall prepare and file a Form S-8 registration statement with the Company; Securities and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months Exchange Commission as promptly as practicable after the date hereof for the purpose of registering the Common Stock of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion Employer issuable upon exercise of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantsuch options. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executedSubject to Tessera's Board approval, the Company shall grant Employee options you will receive an option pursuant to acquire 30,000 Tessera's 1999 Stock Plan and standard form stock option agreement to purchase 340,000 shares of Company the Common Stock, pursuant and subject to the terms and conditions herein and the terms Stock of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The Tessera for an exercise price of $1.00 per share of as set as the options shall be the closing price of the Company Common Stock on the date approved fair market value by the Compensation Committee of the Tessera's Board of Directors. Options As stated in the Tessera 1999 stock option plan, you may opt to exercise the options granted hereunder prior to vesting of the options (please review the stock option plan for more information). This option shall vest equally on a per month basis over a thirty six (36) month period RETROACTIVELY beginning such vesting on June 1, 1999 and continuing such vesting on the first day of each quarterly anniversary until fully vested and exercisable at month thereafter, subject to your continued service to Tessera under this Agreement. If this Agreement terminates prior to the end of the third anniversary fully vested thirty six month period, vesting of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan unvested shares will immediately stop and you shall be nonstatutory stock options vested only in that are not intended number of shares that is equal to the number of full months of service that this Agreement was effective multiplied by the number shares per month. Notwithstanding, if this Agreement is terminated by Tessera or any Tessera successor (other than for cause), an additional 12 months of shares shall accelerate and be incentive stock options under Section 422 purchasable by you at that time, unless there is less than one year left of vesting in which case only the remaining possible unvested shares prior to such termination event (out of the Internal Revenue Code. (b340,000 total possible vesting shares) Each shall accelerate and be purchasable by you at that time. Further, the first right of refusal clause in Tessera's 1999 stock option granted under the terms of the 2004 Omnibus Incentive Compensation Plan plan shall be extended to include an exception for transfer via will to PSERD Trust and to any 501C3 organization. This stock option grant is separate and distinct from the stock option grant that you may receive for being a term of ten years and Director on Tessera's Board. Any Tessera Board stock option grants shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates be issued on a non-discriminatory basis for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted outside Board members which shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause take into account the shares granted herein. However, your duties hereunder are viewed as being an extension of Common Stock reserved your duties and services as a Director of Tessera's Board and therefor this stock option grant is also viewed as being compensation for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards extended duties and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseservices.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant MIKOHN has granted to Employee options to acquire 30,000 purchase 100,000 shares of Company MIKOHN Common Stock, pursuant and Stock (the “Options”) under MIKOHN’s Stock Option Plan (“Option Plan”). The Options are subject to the terms and conditions herein of the Option Plan (a copy of which is attached hereto), and shall additionally provide as follows: (1) The Options shall be designated as Incentive Options. (2) Monthly, 1/48th of the Option Shares shall become eligible for purchase by Employee. (3) The Options shall terminate on (i) the expiration date specified in the Stock Option Agreements or (ii) such earlier date as termination may occur according to the terms and conditions of the Company's 2004 Omnibus Incentive Compensation Option Plan and/or the Stock Option Agreements. Upon termination of this Agreement for any reason, Employee and/or his successors and assigns shall have only such rights with respect to the Option as are specified in the Plan, the Stock Option Agreements, or this Agreement, and shall not be entitled to any compensation in any form for the loss of any other right with respect thereto. (4) All Options to acquire common stock of MIKOHN granted to Employee during the term of this Agreement shall become 100% vested (i) upon any “Change in Control” as defined in Section 19 below; (ii) if MIKOHN or any successor or assignee of MIKOHN should terminate this Agreement other than for Cause or deliver a Non-renewal Notice to Employee pursuant to Section 1 above; (iii) if Employee should terminate this Agreement for Good Reason as permitted in Section 6(c) below; or (iv) upon Employee’s death or permanent disability as described in Section 6(e) below; provided, however, that in the case of (ii), (iii) or (iv) above, such vesting shall be conditioned on Employee (or Employee’s estate) furnishing to MIKOHN an effective waiver and release of claims (a form of which is attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b5) Each option granted under the terms Employee shall have not less than 90 days to exercise any options which are vested as of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the effective date of termination of Employee's service his employment with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or RetirementMIKOHN, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date regardless of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantreason therefor. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the Company shall HSW International will grant Employee to you options to acquire 30,000 410,000 shares of Company Common StockHSW International’s common stock (the “Options”) in accordance with the Company’s 2006 Equity Incentive Plan (the “Incentive Plan”). The Options represent the entirety of the stock-based compensation that you will receive during the Term. You acknowledge that the grant date for the Options is anticipated to be approximately one week following the Company’s public disclosure of its anticipated entrance into a transaction agreement with ShareCare, pursuant and subject to Inc. Unless otherwise defined herein, capitalized terms used in this sub-Section have the meanings assigned such terms in the Incentive Plan. The Award Agreement will reflect HSW International’s standard terms and conditions herein and the terms for stock option grants except as follows: (i) The Options shall have an exercise price equal to 100% of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters Fair Market Value on the date of termination the Award. (ii) Fifty thousand shares of Employee's service with the Company; Options shall become immediately vested upon the Commencement date, and b) 1/36th of the remainder shall become fully vested on each monthly anniversary of the Commencement Date for the Term. Except as provided elsewhere in this Letter Agreement, vesting shall occur at the times indicated only if Employee's service with you remain an employee of the Company terminates due to termination without Cause or Retirementand this Letter Agreement is then in effect. (iii) If either party should terminate your employment and this Letter Agreement for any reason, then all un-vested Options shall terminate with such termination. (iv) The term of the vested portion of each option Option will expire at the close of business at Company headquarters on the date two months after be ten years from the date of the Employee's termination without Cause or Retirement Award Agreement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A“Option Term”). Additional options . (v) Options that are vested shall be irrevocable and may be granted to Employee exercised in whole or in part, by you, your heirs or estate, for the discretion full remaining Option Term so long as you remain an employee of the Company. The Company Otherwise, all Options held by you shall grant Employee additional option awards under terminate and no longer be exercisable one year from the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount termination of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantyour employment with HSW International for any reason. (cvi) For so long If a Change in Control (as defined below) should occur during the Company remains a public companyTerm, Company then all un-vested Options shall use commercially reasonable efforts tobecome fully vested as of the date of said Change in Control. “Change of Control” means any of the following: (ia) cause a merger or consolidation of HSW International into or with any other person or persons, or a transfer of equity interests in a single transaction or a related series of transactions, in which in any case the shares equity holders of Common Stock reserved for issuance HSW International immediately prior to Employee such merger, consolidation, sale, exchange, conveyance or other disposition or first of such series of transactions possess less than a majority of the voting power of Employer’s or any successor entity’s issued and outstanding equity securities immediately after such transaction or series of such transactions; or (b) a single transaction or related series of transactions, pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in which a registration statement person or persons acquire all or substantially all of HSW International’s assets determined on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseconsolidated basis.

Stock Options. (a) On 8.1.1 Following the date this Agreement is executedhereof, the management of the Company shall grant recommend to the Board of Directors of Kaltura, Inc,. the Company’s parent company (“Kaltura”), to consider the Employee options will participate in Kaltura’s 2017 Equity Incentive Plan and any applicable sub-plan (together the “Plan”), subject to acquire 30,000 shares its terms and conditions and such additional terms and conditions of Company Common Stockan equity award agreement to be entered into between Employee and Kaltura, pursuant and all as will be determined by the Board of Directors of Kaltura. Accordingly, subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee approval of the Board of DirectorsDirectors of Kaltura, Employee will be granted the option to purchase up to 182,000 shares of common stock of Kaltura (the “Options”), at a price per share to be determined by the Board of Directors of Kaltura as the fair market value of such shares as of the applicable grant date. 8.1.2 The commencement date of the vesting schedule of the Options shall be the Effective Date (the “Vesting Commencement Date”). The Options shall vest and be exercisable over a four (4) year-period (“Vesting Period”) as follows: (i) 1/4 of the Options shall vest on the first anniversary of the Vesting Commencement Date (the “First Anniversary”); (ii) thereafter, additional 1/48 of the Options shall vest at the end of each quarterly subsequent month following the First Anniversary over a three (3) year-period; (iii) in accordance with the above and provided that Employee has been continuously engaged with the Company throughout the Vesting Period, all Options shall become fully vested by the fourth (4th) anniversary until of the Vesting Commencement Date. Notwithstanding the foregoing, all unvested portions of the Options shall become fully vested and exercisable at subject to the end occurrence of the third anniversary following “double trigger” conditions (i) during Employee’s employment with the Company (or its subsidiary, parent, or another subsidiary of Kaltura), Kaltura consummates a Merger Transaction (as such term is defined in the Plan), and (ii) within 12 months following the closing of such Merger Transaction, Employee’s employment with the Company (or the entity that employs Employee after the consummation of the grant date at a rate of 8.33% per quarter. The options granted to Employee under Merger Transaction) is terminated (a) by the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options Company (or by such entity that are not intended to be incentive stock options under Section 422 of employs Employee) for any reason other than for Cause (as such term is defined in the Internal Revenue Code. Plan); or (b) Each option granted under the terms by Employee for Good Reason. “Good Reason” means any of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts tofollowing: (i) cause unless agreed to otherwise by Employee, the shares failure by the Company (or by such entity that employs Employee) to provide Employee with all or part of Common Stock reserved for issuance to Employee pursuant to his agreed upon salary and/or any other benefits required under law and/or any other material breach by the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 Company (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act"or by such entity that employs Employee) of no less than 3,750,000 shares any provision of the Company's Common Stockapplicable employment agreement which breach, issuable pursuant to in each case, is not cured within five (5) days after the Company's 2004 Omnibus Incentive Compensation Planreceipt of written notice by the Company (or by such entity that employs Employee) of a description of such breach, if the breach is curable; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions a reduction resulting in the United States value of Employee’s salary and/or the monetary value of Employee’s benefits, of more than 12.5%, unless such reductions are made in the same proportion as may be applicablepart of across-the-board salary reductions for substantially all other employees with a similar level; and (iii) a substantial diminution in the nature or status of Employee’s responsibilities, duties, titles or reporting level (unless otherwise agreed to maintain by Employee), provided, however, that notwithstanding the foregoing, for purposes of this subsection (iii), a current prospectus substantial diminution in such nature or status shall not exist in the event that due to a Merger Transaction the Employee has authority and responsibility over a division, subsidiary or entity that is substantially similar in size to cause the division, subsidiary or entity over which Employee had authority and responsibility immediately prior to such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseMerger Transaction.

Stock Options. (a) On Seller believes that the date Acquired Business is capable of producing higher revenues and greater profitability than has been achieved by the Company prior to the Closing Date. Therefore, in further consideration of the Stock sold by Seller to Purchaser pursuant to this Agreement is executedand, without regard to the Company continuing employment status of Will▇▇, ▇▇hn▇▇▇ ▇▇▇ Brow▇ ▇▇ Purchaser or its affiliates, Seller shall grant Employee be entitled to receive from Monarch options to acquire 30,000 purchase shares of Company Monarch's Common Stock, pursuant and subject Stock as described herein (which shall be allocated equally among the Sellers). Subject to the terms and conditions herein and the terms provisions of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option this Section 3.2, Seller shall be substantially in entitled to receive from Monarch options to purchase up to an aggregate of 40,000 shares of Monarch Common Stock (based on the form total shares of Monarch Common Stock outstanding as of April 28, 1997) as set forth in the Non-Qualified Stock Option Grant (matrix attached hereto as Exhibit "B"). The exercise price per share of the B. Such options shall will be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at granted ratably following the end of the third anniversary each of the grant first five (5) calendar years following the date at a rate of 8.33% per quarterClosing, commencing with the period January 1, 1998 through December 31, 1998 (each such period being referred to as an "Earnout Period") subject to the achievement of the performance goals based on annual revenue and EBITDA over each of such five (5) calendar years as set forth in the matrix attached as Exhibit B. For this purpose, revenues mean, for the applicable Earnout Period, the gross revenues of the Acquired Business which shall be determined in accordance with generally accepted accounting principles, consistently applied, excluding capital or extraordinary gains or losses and any gain or loss from sales of investments, receivables, goodwill or agreements not to compete. The Options granted hereunder, if any, shall be granted pursuant to Monarch's 1996 Equity Acquisition Option Plan (the "Plan"), and shall be subject to all limitations of such Plan, including the aggregate number of options which may be granted thereunder. Any options granted pursuant to Employee under the 2004 Omnibus Incentive Compensation Plan this Section 3.2 shall be nonstatutory stock options that are not intended at an exercise price equal to be incentive stock options under the IPO Price of Monarch Common Stock. Options granted pursuant to this Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan 3.2 shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the fully vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; grant and bshall expire ten (10) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after years from the date of grant. Monarch shall grant the Employee's termination without Cause options to Seller for the applicable Earnout Period pursuant to this Section 3.2 on or Retirement before the one hundred twentieth (all as defined 120th) day following the end of each of the applicable Earnout Periods. Options not earned by Seller during each applicable Earnout Period(s) shall not be available for grant to Seller in a subsequent Earnout Period. The items in the 2004 Omnibus Incentive Compensation Plan - attached matrix (Exhibit A). Additional options may B) shall be granted to Employee in determined from Purchaser's financial records for the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 applicable Earnout Period and set forth in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement"), represented by Purchaser that such Statement was prepared in accordance with this Agreement and generally accepted accounting principles. A copy of such Statement shall be delivered to Seller not later than forty-five (45) relating to days after the registration under end of each Earnout Period. Such Statements may be reviewed for accuracy by the Securities Act of 1933 accountants employed by Seller. If within thirty (the "Act"30) of no less than 3,750,000 shares days after delivery of the CompanyStatement to Seller, Brow▇ (▇▇ any other representative designated by Seller in writing to Purchaser), on behalf of Seller, has not given written notice to Monarch disputing such Statement and stating the basis of such dispute, Monarch shall thereafter have no further liability to grant options to Seller with respect to that Earnout Period except as set forth in such Statement. If Monarch receives notice disputing the Statement within such thirty (30) day period, Seller's Common Stock, issuable pursuant accountants and Purchaser's auditors shall use their best efforts to settle the Companydispute within ninety (90) days after the giving of such dispute notice. If Purchaser's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards auditors and the shares issuable pursuant accountants representing Seller are unable to resolve the dispute within the ninety (90)-day period, the dispute shall be submitted to an independent firm of certified public accountants of recognized national standing, reasonably satisfactory to Monarch and Seller, whose decision on such awards to dispute shall be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed binding on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseall parties.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 You will be granted 500,000 option shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms pending approval of the Company's 2004 Omnibus Incentive Compensation Plan Board (attached hereto as Exhibit "A"). Such option which approval shall be substantially requested on or promptly following the Commencement Date, but in no event later than the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share next meeting of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors) pursuant to an Option Agreement as defined in the Employer’s 2016 Equity Incentive Plan (the “Equity Plan”). Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except Except as otherwise provided in this the Option Agreement, the number of Option Shares that are vested (disregarding any resulting fractional share) as of any date shall be determined as follows: a(i) no Option Shares will be vested prior to the Vesting Commencement Date (it being understood that the Vesting Commencement Date shall be the same as the Commencement Date); (ii) twenty-five percent (25%) of the Option Shares will be vested and exercisable upon the one (1) year anniversary of the Vesting Commencement Date, and (iii) the remaining Option Shares will vest and become exercisable in a series of twelve (12) equal installments occurring every three (3) months following, and measured from, the one (1) year anniversary of the Vesting Commencement Date, such that 100% of the Option Shares will be vested and exercisable upon the fourth (4th) anniversary of the Vesting Commencement Date; provided, however, that there has not been a Termination of Service as of each such date. In no event will the Option become exercisable for any additional Option Shares after a Termination of Service. In the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement of a Change in Control (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit AEquity Plan), then the vesting and the right to exercise the Option Shares shall accelerate: (x) for the vested portion number of each option will expire at Option Shares equal to the close number of business at Company headquarters on months of full-time employment as of the date of termination a Change in Control divided by 48 (i.e., number of Employee's service with months of employment divided by 48), as well as, (y) the Company; and b) if Employee's service with additional amount of 50% of all of the Company terminates due to termination without Cause or Retirement, the vested portion unvested (as of each option will expire at the close of business at Company headquarters on the date two months after the date of a Change in Control after the Employee's termination without Cause acceleration granted in (x) above) Option Shares shall vest in full subject to the provisions of, and as more fully described in, the Stock Option Grant Notice. In the event the acquirer or Retirement successor party does not assume or convert 100% of your remaining unvested Option Shares after accelerated vesting in (all x) and (y) above as part of the Change in Control or does not offer equivalently valued new options and incentives to you, then 100% of your remaining unvested Option Shares will vest in full immediately prior to consummation of the Change in Control. In addition, in the event that, within twelve (12) months following a Change in Control, there is an Involuntary Termination of Service (as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit AEquity Plan) or you resign for Good Reason (as defined in Section 3(e) below), then any Option Shares that remain unvested as of such termination date will vest as of such termination date, subject to the provisions of, and as more fully described in, the Stock Option Grant Notice. Additional options may be granted to Employee in At future dates after the Commencement Date, at the discretion of the Company. The Company shall grant Employee Board, additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stockgrants may be made. The total options granted Any undefined terms herein shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long be as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions defined in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseEquity Plan.

Stock Options. (a) On Modi shall be granted options to purchase 150,000 shares of GBC's common stock in each of the next ten fiscal years of GBC ending during the term of this Agreement, i.e., beginning with the present fiscal year ending July 31, 2001, and ending with the fiscal year ending July 31, 2010. The options shall be granted as of the last Friday in July (the "date of grant") of each such fiscal year, and shall have the following terms: (i) The option price shall equal the average closing sale price of publicly-traded shares of GBC common stock during normal trading hours reported for the five trading days preceding the date this Agreement is executed, of grant (the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "Avaluation period"). Such option If GBC's common stock is not traded on an exchange or quotation system that reports actual sales transactions on the date of grant, the average closing bid price for the shares shall be substantially used in lieu of the form set forth in closing sale price. If neither closing sales prices nor bid prices are reported during the Non-Qualified Stock Option Grant valuation period, the option price shall be the fair market value of GBC's publicly traded shares of common stock on the date of grant as determined by GBC's Board of Directors. (attached hereto as Exhibit "B"). ii) The exercise price per share terms of the options shall be the closing price of the Company Common Stock on five (5) years from the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested grant, subject, however, to early termination pursuant to Sections 7(c), (d) and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code(e) below. (biii) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan The options shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters vest immediately on the date of termination of Employeegrant. (iv) The options shall not be transferable except by gift or bequest to Modi's service with the Company; and b) if Employee's service with the Company terminates due "family members" or pursuant to termination without Cause or Retirementa "domestic relations order", the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined those terms are described in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted instruction to Employee in the discretion of the Company. The Company shall grant Employee additional option awards Form S-8 adopted under the 2004 Omnibus Incentive Compensation Plan each successive year during Securities Act of 1933. (v) The number and kind of shares issuable upon the Contract Term beginning in November 2007 in a minimum amount exercise of options to purchase 10,000 shares of Common Stockbe granted under this Agreement shall be adjusted to reflect stock splits, recapitalizations, reorganizations and similar corporate events affecting GBC. The total exercise price of and number and kind of shares subject to outstanding options shall be adjusted in the same manner as options granted shall not exceed 50,000 shares during under GBC's 2000 Stock Option Plan pursuant to the Contract Term, inclusive express terms of the initial 30,000 Share Option Grantthat Plan. (cvi) For so long as the Company remains a public company, Company GBC shall use commercially reasonable its best efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration register under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant on Form S-8 or other available form for sale to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards Modi and the for resale by Modi all shares issuable pursuant upon the exercise of options granted under this Agreement. (b) In accordance with the qualification requirements applicable to such awards issuers with securities included in The Nasdaq Stock Market, GBC's obligations under this Section 4 are subject to be registered or otherwise exempt approval by GBC's stockholders. GBC agrees to submit these terms to shareholders for their approval at the Year 2000 Annual Meeting of GBC's shareholder. If for any reason the stock option grants contemplated by this Agreement are not approved by shareholders, GBC shall grant to Modi in lieu thereof stock appreciation rights (SARs) that will provide to Modi the same potential economic benefits as the option plan, excluding consideration of differences, if any, in income tax treatment under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseapplicable laws.

Stock Options. (ai) On During the date this Agreement is executedTerm, the Company Executive shall grant Employee options be eligible to acquire 30,000 be granted Options at such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion; provided, that the Executive shall be granted such Options in accordance with the Company's customary past practice unless the Committee determines in its good faith discretion that the amount or timing of such Option grants shall be revised based upon the Executive's performance. (ii) In addition to any Options granted in accordance with subsection (i), as of July 1, 2003 the Executive shall be granted a non-qualified stock option (the "Retention Options") to purchase 111,111 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Stock Incentive Compensation Plan (and a written Retention Stock Option Agreement to be entered into by and between the Company and Executive as of the date hereof in substantially the form attached hereto as Exhibit "A"). Such option A. The Retention Options shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The have an exercise price equal to the fair market value per share of Common Stock as of July 1, 2003 and shall have a term of 10 years. The Retention Options shall become exercisable in three cumulative installments as follows: (A) the options first installment shall be the closing price consist of 15% of the Company shares of Common Stock on the date approved covered by the Compensation Committee of the Board of Directors. Retention Options and shall vest on each quarterly anniversary until fully become vested and exercisable at on July 1, 2006; (B) the end second installment shall consist of 15% of the shares of Common Stock covered by the Retention Options and shall become vested and exercisable on July 1, 2007 and (C) the third anniversary installment shall consist of 70% of the grant date at a rate shares of 8.33% per quarter. The options granted to Employee under Common Stock covered by the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years Retention Options and shall provide that (become exercisable on July 1, 2008; provided, that, except as otherwise provided in this Agreement: a) Section 7 or in the Retention Stock Option Agreement, no portion of the Retention Options not then exercisable shall become exercisable following the Executive's termination of employment for any reason. In the event Employeeof the Executive's service with the Company terminates termination of employment for any reason except termination without other than for Cause, death, Disability, or Retirement the Retention Options to the extent then exercisable shall remain exercisable until the earlier of (all as defined x) the date provided in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause Retention Stock Option Agreement or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Ay). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On GRANT OF OPTIONS. Effective on the date this Agreement is executedhereof, Employee shall be granted an option (the Company shall grant Employee options "Ongoing Option") to acquire 30,000 purchase 180,000 shares of Common Stock in accordance with a stock option agreement to be mutually agreed to, and executed by, Company Common Stock, pursuant and subject Employee prior to the terms and conditions herein and Commencement Date, which stock option agreement shall be in substantially the terms of the Company's 2004 Omnibus Incentive Compensation Plan (form thereof attached hereto as Exhibit "A"). Such option A. The Option shall be substantially have an exercise price equal to $14 3/8 per share and shall expire on the tenth anniversary of the date hereof and shall vest and become exercisable, subject to accelerated vesting in the form set forth event of a Change in the Non-Qualified Stock Option Grant Control (attached hereto defined as Exhibit "B"). The exercise price per share provided below) of the Company in installments, as follows: (i) options shall be the closing price with respect to 30,000 shares of the Company Common Stock shall vest and become exercisable on the date approved by hereof and (ii) options with respect to 50,000 shares of Common Stock shall vest and become exercisable on the Compensation Committee first anniversary of the Board date hereof, (iii) options with respect to 50,000 shares of Directors. Options Common Stock shall vest and become exercisable on each quarterly the second anniversary until fully vested of the date hereof and (iv) options with respect to 50,000 shares of Common Stock shall vest and become exercisable at the end of on the third anniversary of the grant date at hereof. In the event of a rate Change in Control of 8.33% per quarter. The options granted Company, the Option shall vest and become exercisable as to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options all shares then subject thereto that are not intended then vested and exercisable. For purposes of this Agreement, "Change in Control" shall be deemed to have occurred if: (i) any Person (as defined in Section 3(a)(9) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Company, becomes the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act; provided, that a Person shall be deemed to be incentive stock the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60 day period referred to in Rule 13d-3 under Section 422 the Exchange Act), directly or indirectly, of securities of the Internal Revenue Code.Company or any Significant Subsidiary (as defined below) representing 50% or more of the combined voting power of the Company's, or such subsidiary's, as the case may be, then outstanding securities; (bii) Each option granted under during any period of two years, individuals who at the terms beginning of such period constitute the 2004 Omnibus Incentive Compensation Plan shall be for Board and any new director (other than a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service director designated by a person who has entered into an agreement with the Company terminates to effect a transaction described in clauses (i), (iii), or (iv) of this Section 2(a)) whose election by the Board or nomination for election by stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, association or other entity other than the Board, cease for any reason except termination without Causeto constitute at least a majority of the Board of either or the Company or a Significant Subsidiary; (iii) the consummation of a merger or consolidation of the Company or any subsidiary of the Company owning directly or indirectly all or substantially all of the consolidated assets of the Company ( a "Significant Subsidiary") with any other entity, death, Disability, other than a merger or Retirement (all as defined consolidation which would result in the 2004 Omnibus Incentive Compensation Plan - Exhibit Avoting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent more than fifty percent (50%) of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the vested portion shareholders of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause approve a plan or Retirement, agreement for the vested portion sale or disposition of each option will expire at fifty percent (50%) or more of the close consolidated assets of business at the Company headquarters on in which case the date two months after Board shall determine the effective date of the Employee's termination without Cause or Retirement Change of Control resulting therefrom; and (all as defined v) any other event occurs which the Board determines, in its discretion, would materially alter, the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion structure of the CompanyCompany or its ownership. The Company Notwithstanding the foregoing, the Options shall grant be forfeited by Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall if an Employment Presentment does not exceed 50,000 shares during the Contract Termtake place on or before April 3, inclusive of the initial 30,000 Share Option Grant2000. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options The Corporation hereby grants to acquire 30,000 Executive an option to purchase 5,700 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and Corporation's common stock (such shares being the terms of "Option Shares") at the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form price set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")below. The exercise price per share of the options shall option granted by this paragraph 5(a) can be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted exercised as follows: Year 1 - May 1, 1997 to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended April 30, 1998 - 1900 shares Year 2 - May 1,1998 to be incentive stock options under Section 422 of the Internal Revenue Code.April 30, 1999 - 3800 shares less any shares executed in Year 1 Year 3 - May 1, 1999 to April 30, 2000 - 5700 shares less any shares executed in Years 1 & 2 (b) Each The price to be paid by Executive for each Option Share (The " Option Price") shall be $20.00. All payments of purchase price must be made in cash in full at the time of delivery of the Option Shares to Executive. Executive may exercise the option granted under the terms hereunder and purchase Option Shares by giving written notice of the 2004 Omnibus Incentive Compensation Plan his election to exercise his option hereunder. The notice shall be for a term of ten years comply with Section 22 hereof, and shall provide that (except as otherwise provided in this Agreement: a) in state the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion number of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due Option Shares which Executive desires to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantpurchase. (c) For so long as The options and the Company remains accompanying terms set forth in this Section 5 shall be deemed to be the sole and exclusive property of Executive and can not be sold, assigned, transferred, pledged or otherwise disposed of in any manner whatsoever by Executive. Any attempt by Executive to sell, assign, transfer, pledge or otherwise dispose of the options granted him hereunder shall be absolutely void, and shall not be binding upon the Corporation or its successors and assigns. (d) The existence of the options hereunder shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments recapitalizations, reorganizations or other changes in its capital structure or its business, or any merger or consolidation, of the corporation, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the common stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a public companysimilar character or otherwise. (e) If after the date hereof while the option is outstanding, Company the Corporation shall use commercially reasonable efforts to: effect a subdivision or combination of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of common stock outstanding (other than the issuance or repurchase of shares for fair consideration, then (i) cause in the event of an increase in the number of such shares outstanding, the number of Common Stock reserved for issuance to Employee pursuant Option Shares then subject to the Company's 2004 Omnibus Incentive Compensation Plan to option shall be included proportionately increased and the Option Price shall be proportionately reducedand (ii) in the event of a registration statement on Form S-8 (reduction in the "Registration Statement") relating number of such shares outstanding, the number or Option Shares then subject to the registration under option shall be proportionately reduced and the Option Price shall be proportionately increased. (f) Executive acknowledges that the Option Shares may be "restricted stock" within the meaning of Rule 144 of the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards 1533. and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period disposed of five years after exerciseonly in accordance with Rule 144.

Stock Options. (a) On Executive shall be entitled to participate in employee stock plans from time to time established for the date this Agreement is executed, benefit of employees of the Company in accordance with the terms and conditions of such plans. Simultaneously with the closing of the consolidation of the Company, Executive shall grant Employee options receive pursuant to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus ’s 2000 Incentive Compensation Plan (attached hereto as Exhibit "A"the “Plan”). Such , a stock option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")grant for 15,000 shares of restricted stock. The exercise price per share of the options shall be exercisable as follows: (i) 50% on the closing of the consolidation pursuant to the Company’s Registration Statement on Form S–4 at an option exercise price of the Company Common Stock $15.00 per share and (ii) 50% on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third six-month anniversary of such Closing at an option exercise price equal to the grant date at a rate of 8.33% per quarter. The options granted to Employee under price that the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters is trading on the date of grant or if there is no established market, at the fair market value of the stock as determined by the Board of Directors in its sole discretion. Executive has previously received a grant of 10,000 shares of restricted stock pursuant to the Plan which shares shall be subject to repurchase by the Company on termination of Employee's service with Executive’s employment for a price of $.01 per share, which repurchase option shall lapse in four nearly equal installments on each of the Company; first, second, third and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion fourth anniversary of each option will expire at the close of business at Company headquarters on the date two months after the date of grant. Notwithstanding the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional foregoing, stock options may be granted to Employee Executive shall become fully exercisable and repurchase restrictions on stock grants shall lapse in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: full upon (i) cause a Change of Control of the shares Company (as defined herein) or (ii) Executive’s termination of Common Stock reserved employment by Executive with Good Reason or by the Company without Cause, and Executive shall have one (1) year from such termination, or remaining term of the option, if earlier, to exercise such options. Notwithstanding the foregoing, in the event this Employment Agreement is terminated by the Company without Cause, then (i) the obligation of the Company to grant stock options to the Employee for issuance subsequent years shall also terminate except that the stock options to Employee be granted for the next succeeding year shall be granted as of and as a condition to the termination and (ii) the Company’s right to repurchase the restricted stock issued pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating shall not lapse except as to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares lapse of the Company's Common Stock, issuable pursuant right that would have occurred in the year subsequent to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisetermination.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options Subject to acquire 30,000 shares shareholder approval of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory one for ten reverse stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares split of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; Company shall grant Executive 2 stock options (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii"Executive Options") to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which purchase an aggregate of 2,000,000 prereverse split shares of the Company's Common Stock is then listed ("Shares"), each with an exercise price of $0.195 per Share. The Executive Options shall be comprised of 2 stock options - (i) an option for 1,000,000 Shares under the Company's 2000 Management Stock Option Plan, and (ii) an additional option for an additional 1,000,000 Shares, which option shall not be granted under a Company plan. The Executive Options shall be exercisable for 10 years and shall be subject to the terms and conditions set forth in the respective Stock Option Agreements annexed hereto. The Executive Options shall vest over a 2-year period. Upon the execution of this Agreement, the Executive Options shall be one-third vested. Thereafter, the remaining unvested portion of the Executive Options shall vest at the rate of 50% per year; provided that the Executive Options shall vest in their entirety and become fully exercisable upon the earliest to occur of: (i) Executive's resignation "For Good Reason" (as defined below), (ii) the Company's termination of Executive's services hereunder, other than "For Cause" (as defined below), or traded(iii) a "Change of Control" (as defined below) of the Company. To the extent the Executive Options vest and become exercisable pursuant to this Section 5, they shall remain exercisable (x) for the Executive Option granted under the Company's 2000 Management Stock Option Plan, for the 90 day period immediately following the date of the applicable resignation, termination or Change of Control, and (y) for the Executive Option not granted under a Company plan, for the 180 day period immediately following the date of the applicable resignation, termination or Change of Control. Any unvested portion of the Executive Options on the date of Executive's resignation or termination, as applicable, shall be forfeited. In the event of vesting of the Executive Options on account of a Change of Control, the Company shall use its reasonable best efforts to ensure that such vesting shall take place sufficiently in advance of the Change of Control (but subject to its occurrence) to permit Executive to take all steps reasonably necessary to exercise the Executive Options and to take such action with respect to the Shares purchased under the Executive Options so long that those Shares may be treated in the same manner in connection with the Change of Control transaction as any the Shares of other Company shareholders. To the extent not already covered by a registration statement on Form S-8 relating to the Company's 2000 Management Stock Option Plan, all Shares underlying the Executive Options remain outstanding and have not been exercised shall be registered by the Company utilizing a Registration Statement on Form S-8 (or terminated and for a period of five years after exerciseother similar form) prior to December 31, 2004.

Stock Options. (a) On the date this Agreement is executedEffective Date, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock------------- the Executive, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus 2000 Stock Incentive Compensation Plan (attached hereto as Exhibit the "AStock Incentive Plan") and the Company's 1991 Stock Option Plan (the "Stock Option Plan"). Such option shall be substantially , options to purchase in the form aggregate 200,000 shares of common stock of the Company having an exercise price equal to the fair market value of the Company's common stock as of the Effective Date and which shall have such other terms and be subject to such conditions as are set forth in the Non-Qualified form of Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share Agreement typically used by the Company under the Stock Incentive Plan and the Stock Option Plan, respectively; provided, however, that of the options aggregate 200,000 shares subject to the options, 50,000 shall be vested on the closing price Effective Date, 50,000 shares shall vest in equal one-third increments on each of the Company Common Stock on first three anniversaries of the date approved Effective Date, provided that the Executive is employed by the Compensation Committee Company as of the Board dates of Directors. Options vesting, and the balance of the shares shall vest in equal one-fifth increments on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary first five anniversaries of the grant date at a rate Effective Date, provided that the Executive is employed by the Company as of 8.33% per quarterthe dates of vesting. The options granted to Employee under In the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock event the Executive's employment is terminated by the Company without Cause (as defined below) or the Executive resigns with Good Reason (as defined below), then that portion of any option (including any additional options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee the Executive after the Effective Date) that would have vested at the next anniversary of the Effective Date following the Date of Termination shall be and become fully vested on the Date of Termination and, notwithstanding any provision to the contrary in the discretion applicable Stock Option Agreement, any option held by the Executive to the extent then vested, may be exercised and shall not expire until the earlier of (A) the expiration of the Companyoption term as set forth in the Stock Option Agreement or (B) the expiration of the severance period set forth in Section 13(e)(ii). The Company shall In addition to the grant Employee set forth in this Section, the Board or the Compensation Committee thereof may grant to the Executive such other and additional option awards under the 2004 Omnibus Stock Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (cor any successor plan) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may from time to time be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisedeemed appropriate.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject Subject to the terms and conditions herein of this Agreement and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved plan adopted by the Compensation Committee of the Employer’s Board of Directors. Options shall vest on each quarterly anniversary until fully , Executive has been granted options to purchase 1.8 million shares of the Employer’s common stock at the strike price of $0.72 per share, of which 600,000 became vested and exercisable at on March 31, 2009. So long as Executive remains employed by the end of Employer, Executive shall be entitled to exercise the third anniversary of remaining 1.2 million Stock Options pursuant to the grant date at a rate of 8.33% per quarterfollowing vesting schedule: 600,000 options vested and exercisable March 31, 2010, and 600,000 options vested and exercisable March 31, 2011. The options granted pursuant to Employee under this paragraph are subject to the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code.following terms and conditions: (bi) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except Except as otherwise provided in this Agreement: a) described in the event Employee's service with the Company terminates for any reason except paragraph immediately below, Executive shall forfeit all unvested options upon a termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on Executive’s employment. Executive shall have one calendar year from the date of termination to exercise any vested but not yet exercised options. (ii) Executive’s unvested options shall vest immediately upon the termination of Employee's service with Executive’s employment only if the Company; and b) if Employee's service with the Company terminates due to termination Executive’s employment is terminated without Cause or Retirement, for Good Reason within one calendar year of a Change in Control of the vested portion of each option will expire at the close of business at Company headquarters on the date two months after Employer. Executive shall have one calendar year from the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional to exercise any options may be granted vested pursuant to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantthis paragraph. (ciii) For so long as the Company remains purposes of this agreement, a public company, Company shall use commercially reasonable efforts toChange in Control means the occurrence of any of the following: (i1) cause a reorganization, merger or consolidation in which the shares Employer is not the surviving corporation, (2) a sale of Common Stock reserved for issuance all or substantially all of the assets of the Employer to Employee pursuant another person or entity, (3) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of an aggregate of 25% or more of the voting power of the Employer’s outstanding voting securities by any single person or group (as such term is used in Rule 13d-5 under the Exchange Act), unless such acquisition was approved by the Employer’s Board of Directors prior to the Company's 2004 Omnibus Incentive Compensation Plan to be included consummation thereof, or (4) the appointment of a trustee in a registration statement on Form S-8 Chapter 11 bankruptcy proceeding involving the Employer or the conversion of such a proceeding into a case under Chapter 7. (iv) To the "Registration Statement") relating to extent that the registration under vesting and/or payment upon termination provisions of this Agreement differ from such provisions in any other compensation plan document of Employer, the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions provisions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisethis Agreement shall control.

Stock Options. The Executive shall be granted the following stock options (a) On the date this Agreement is executedcollectively, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms "Option Award"): (A) Effective as of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share Effective Date, by action of the options shall be the closing price of the Company Common Stock on the date approved by the Executive Development and Compensation Committee of the Board of Directors. Options , the Executive has been granted a stock option (the "Plan Option") to purchase 250,000 shares of Common Stock pursuant to the Company's Amended and Restated Equity Team Plan (the "Option Plan") (a copy of which Option Plan is attached hereto as SCHEDULE A and incorporated herein by reference), which options are granted upon the terms and conditions as set forth in the Option Plan (at an exercise price of $14.26/share), except that such option shall vest in equal increments on each quarterly anniversary until fully vested the first, second and exercisable at the end of the third anniversary anniversaries of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan and shall be nonstatutory stock options that are not intended subject to be incentive stock options under Section 422 and modified by all other terms and provisions of this Agreement, as expressly set forth herein. In the event of any conflict between any terms of the Internal Revenue CodeOption Plan and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall take precedence and shall be controlling as between such documents. (bB) Each option granted under the terms Effective as of the 2004 Omnibus Incentive Compensation Plan shall Effective Date, and subject to shareholder approval by the Company's shareholders at a special meeting to be held for a term of ten years and shall provide that purpose (except as otherwise provided in this Agreement: a) in the event Employee's service with "Special Meeting"), which Special Meeting the Company terminates for any reason except termination without Causeagrees to convene as soon as practicable after the Effective Date hereof, death, Disability, or Retirement (all as defined in by action of the 2004 Omnibus Incentive Executive Development and Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or RetirementCommittee, the vested portion of each Executive has been granted a non-qualified stock option will expire at (the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options "Non-Qualified Option") to purchase 10,000 250,000 shares of Common Stock. The total options granted Non-Qualified Option shall not exceed 50,000 shares during be upon the Contract Termsame terms and conditions as are set forth in Section 5(b)(iii)(A) above, inclusive including the exercise price of $14.26/share and the three year vesting schedule. In the event that Company's shareholders fail to approve the grant of the initial 30,000 Share Non-Qualified Option Grant. (c) For so long as at the Special Meeting, the Company remains and the Executive shall negotiate in good faith a public companymutually acceptable alternative compensation arrangement; provided, Company however, that the Executive, in his sole discretion, may elect to terminate this Agreement, and the Executive shall use commercially reasonable efforts to: be entitled to receive the compensation, rights and benefits provided in Section 7(b) hereof (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included other than in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares respect of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal overNon-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseQualified Option).

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified The Stock Option Grant Agreement between you and the Company, dated November 29, 1999 is hereby amended to provide that, if, prior to the Scheduled Termination Date, (attached hereto as Exhibit "B"). The exercise price per share 1) your employment is terminated by the Company without Cause under Section 3(d) or 3(f) of the Employment Agreement; (2) your employment terminates as a result of your death; or (3) your employment terminates because of your permanent disability, then all unvested options granted thereunder shall be become immediately and fully vested and exercisable. For purposes of this Employment Agreement, “permanent disability” means incapacity due to mental or physical illness making you unable to perform your obligations under this Agreement for ninety (90) consecutive days. (The options granted under the closing price of Stock Option Agreement dated November 29, 1999 are referred to as “A Options.”) (b) The Stock Option Agreement between you and the Company Common Stock on dated February 21, 2001 is hereby amended to provide that the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until unvested options granted thereunder are fully vested and exercisable at as of August 4, 2003. (The options granted under the end Stock Option Agreement dated February 21, 2001 are referred to as “B Options.”) (c) The Stock Option Agreements between you and the Company dated January 24, 2002 and February 5, 2003 currently provide, and will continue to provide, that the unvested options granted thereunder are fully vested and exercisable as of August 4, 2003. (The options granted under the Stock Option Agreements dated January 24, 2003 and February 5, 2003 are referred to as “C Options.”) (d) Notwithstanding any other provision of this Letter Agreement, the Employment Agreement or Amendment 1, if your employment terminates (i) due to your retirement on or after the date of this Letter Agreement, (ii) on account of the third termination of your employment without Cause under Section 3(d) or 3(f) of the Employment Agreement or (iii) as a result of your death or permanent disability, all A Options, B Options and C Options granted to you (to the extent they are or become exercisable on the date your employment terminates), will remain fully exercisable until the first to occur of (1) the last day of the five-year period immediately following the date of such termination and (2) the tenth anniversary of the grant date at a rate of 8.33% per quarter. The such option. (e) All stock options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, you on or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of this Letter Agreement (“Future Options”) will have vesting and exercisability provisions determined by the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion Board of Directors of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning , in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantits discretion. (cf) For so long Except as the Company remains a public companyotherwise specifically provided in this Letter Agreement, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares all terms and conditions of the Company's Common StockStock Option Agreements granting the A Options, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards B Options and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California C Options shall remain in full force and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseeffect.

Stock Options. You have been granted certain options to purchase shares of the Company’s common stock (acollectively, the “Options”), pursuant to the Company’s applicable equity incentive plan(s), stock option agreement and other grant documents (collectively, the “Option Documents”). Under the terms of the Option Documents, vesting of the Options will cease as of the Separation Date; however, as an additional benefit to you, if you satisfy the Severance Preconditions, then: (i) On the Company will modify and accelerate your vesting schedule to provide that all unvested shares subject to the Options will be deemed fully vested and exercisable as of the Separation Date; and (ii) the Company will extend the period of time in which you are required to exercise vested shares subject to the Options until the date that is one (1) year after the termination of your Continuous Service (as defined in the Company’s applicable equity incentive plan(s)) (the “Option Exercise Extension”). Except as expressly set forth in this Agreement is executedparagraph, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and Options remain subject to the terms and conditions herein of the Option Documents. You understand that you must affirmatively accept the Option Exercise Extension as described below. If you accept the Option Exercise Extension and the terms Option Exercise Extension becomes effective, to the extent applicable, such options will no longer qualify as incentive stock options (“ISOs”) and will instead be treated for tax purposes as nonqualified stock options (“NSOs”). As a result, you understand that you will lose certain advantageous tax treatment relating to ISOs and you must satisfy all applicable tax withholding obligations upon exercise of the Company's 2004 Omnibus Incentive Compensation Plan Options. Your ability to accept the Option Exercise Extension in respect of any of your options will be open until the earliest of (i) March 10, 2023 (which, for the avoidance of doubt, is no greater than twenty-nine (29) calendar days from the date the Option Exercise Extension was first offered to you) and (ii) the date your Options expire or earlier terminate in accordance with their terms (11:59 p.m. Pacific Time on such date, the “Option Offer Expiration Time”). You acknowledge that failure to accept the Option Exercise Extension on or before the Option Offer Expiration Time only impacts your right to the Option Exercise Extension and not any other provision of this Agreement. To accept (or decline) the Option Exercise Extension, you must deliver a fully completed and signed Option Exercise Extension Election Form, attached hereto as Exhibit "A"C to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇), on or prior to the Option Offer Expiration Time. Such option shall If this Agreement is revoked or otherwise does not become effective in accordance with its terms, then any acceptance of the Option Exercise Extension will be substantially in disregarded and will be of no force or effect. You acknowledge that if you fail to accept the form set forth in Option Exercise Extension on or prior to the NonOption Offer Expiration Time, then the Option Exercise Extension will not apply to any of your Options and such Options will continue to be governed by their existing terms (including the three (3) month post-Qualified Stock Option Grant (attached hereto as Exhibit "B"termination exercise period). The Company makes no representation or guarantees regarding the status of any of your Options as ISOs or otherwise. You acknowledge that the Company is not providing tax advice to you and that you have been advised by the Company to seek independent tax advice with respect to the exercise price per share and modification of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee any other compensation and benefits that you are receiving under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (ai) On At the date this Agreement is executedEffective Time, each outstanding option to purchase PageNet Shares (a "PAGENET OPTION") under PageNet Stock Plans, and which has not vested prior to the Effective Time, shall become fully exercisable and vested as of the Effective Time. At the Effective Time, each PageNet Option shall be converted to an option to acquire, on the same terms and conditions as were applicable under such PageNet Option, the Company shall grant Employee options to acquire 30,000 same number of shares of Company Arch Common StockStock as the holder of such PageNet Option would have been entitled to receive pursuant to the Merger had such holder exercised such PageNet Option in full immediately prior to the Effective Time (rounded down to the nearest whole number) (a "SUBSTITUTE OPTION"), at an exercise price per share (rounded to the nearest whole cent) equal to: (y) the aggregate exercise price for PageNet Shares otherwise purchasable by such holder pursuant and to such PageNet Option; divided by (z) the number of full shares of Arch Common Stock deemed purchasable pursuant to such PageNet Option in accordance with the foregoing. (ii) Notwithstanding the foregoing provisions, in the case of any option to which Code Section 421 applies, the option price, the number of shares subject to such option, and the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such exercise of such option shall be substantially determined in order to comply with Code Section 424(a). As promptly as practicable after the Effective Time, Arch shall deliver to the participants in PageNet Stock Plans appropriate notices setting forth such participants' rights pursuant to the Substitute Options. (iii) With respect to each of the directors and officers of PageNet identified in Section 6.11(a)(iii) of the PageNet Disclosure Letter (each, a "SECTION 16 PERSON"), the full Board of Directors of PageNet shall approve the disposition by each such Section 16 Person of the PageNet equity securities (including derivative securities) set forth next to such Section 16 Person's name in Section 6.11(a)(iii) of the PageNet Disclosure Letter and the full Board of Directors of Arch shall approve the acquisition by each such Section 16 Person of the Arch equity securities (including derivative securities) set forth next to such Section 16 Person's name in Section 6.11(a)(iii) of the PageNet Disclosure Letter. Each such approval shall specify, in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share Section 6.11(a)(iii) of the options shall be PageNet Disclosure Letter, the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the material terms of the 2004 Omnibus Incentive Compensation Plan derivative securities and each such approval shall be specify that the approval is granted for a term purposes of ten years and shall provide that (except as otherwise provided in this Agreement: a) in exempting the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards transaction under Rule 16b-3 under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option GrantExchange Act. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executedfirst business day following the Closing, the Company Employee shall grant Employee be granted options to acquire 30,000 purchase two hundred thousand (200,000) non-qualified shares of Company Common StockFIC common stock, at an exercise price equal to the closing sale price of FIC common stock on the New York Stock Exchange on August 6, 2002, pursuant and subject to the terms and conditions herein Nonstatutory Stock Option Agreement (attached as Exhibit A) and the terms Notice of Grant of Stock Options and Options Agreement to be entered into as of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A")Effective Date between FIC and Employee. Such option agreement shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share provide that 25% of the such options shall be the closing price subject to vesting on each of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary first four anniversaries of the grant date at a rate of 8.33% per quarterdate, conditioned upon Employee's continued employment by FIC. The options granted to Employee under option shall have a term of ten years from the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 date of the Internal Revenue Codegrant. (b) Each option granted under Approximately six (6) months after the terms Effective Date Employee shall be eligible for additional options to purchase up to sixty thousand (60,000) non-qualified shares of FIC common stock, at an exercise price equal to the closing sale price of FIC common stock on the New York Stock Exchange on the date of grant, pursuant to the Fair, Isaac and Company, Incorporated 1992 Long-term Incentive Plan (attac▇▇▇ ▇s Exhibit B) and the Stock Option Agreement to be entered into between FIC and Employee for such grant. Such agreement shall provide that 25% of such options shall be subject to vesting on each of the 2004 Omnibus Incentive Compensation Plan first four anniversaries of the grant date, conditioned upon Employee's continued employment by FIC. The option shall be for have a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on from the date of termination grant. This grant is entirely contingent upon the sole good faith assessment by the Chief Executive Officer that the following broad objectives have been satisfactorily achieved by Employee, as solely determined by the Chief Executive Officer: (i) Significant improvement of Employee's service core accounting and reporting function to build process rigor, data reliability, regulatory compliance and timeliness, including but not limited to staff integration. (ii) Building an effective investor relations strategy and taking appropriate steps to implement it; (iii) Playing a central role on leading and facilitating merger integration activities. In this capacity Employee will serve as a critical regional Employee (San Diego) charged with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion ensuring real-time resolution of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantissues that arise. (c) For so long as Employee shall be eligible to receive options based on FIC's annual key manager grant cycle starting with the Company remains a public companyNovember, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise2003 cycle.

Stock Options. (a) On At the date commencement of the term of this Agreement is executedAgreement, the Company Executive shall receive an initial grant Employee of stock options pursuant to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (qualified incentive stock option plan, a copy of which is attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share , equivalent to 3% of the options shall be issued and outstanding shares of the closing price common stock of the Company Common Stock on a fully diluted basis on the date approved hereof. All of the stock options initially granted pursuant to this Section 4.3 shall be divested if the Executive's employment hereunder is terminated by the Compensation Committee Company or by the Executive for any reason whatsoever prior to the first anniversary of this Agreement and one half of all of the Board stock options granted pursuant to this Section 4.3 shall be divested if the Executive's employment hereunder is terminated by the Company or by the Executive for any reason whatsoever between the first and second anniversary of Directorsthis Agreement. Options After the second anniversary of this Agreement, none of the stock options granted pursuant to this Section 4.3 may be divested if the Executive's employment hereunder is terminated by the Company or by the Executive. If the Company attains the stated Consolidated EBITDA target within the stated time frames in the chart below, the following additional qualified incentive stock options for common stock will be granted to the Executive pursuant to the terms of the Company's incentive stock option plan, based upon the issued and outstanding shares of the common stock of the Company on a fully diluted basis at the date hereof: Consolidated Yr End EBITDA Aug OPTIONS ------ --- ------- $26.5 M FY 2000 0.5% $28.0 M FY 2001 0.5% $32.5 M FY 2002 0.5% $35.0 M FY 2003 0.5% $37.5 M FY 2003 0.5% $40.0 M FY 2003 0.5% Such additional incentive stock options shall vest on when earned. These additional incentive stock options are subject to a "look-back" period of one year, so that if the Company meets the Consolidated EBITDA goal in any year listed, the Executive shall be entitled to stock options for that year and for the prior year if the Consolidated EBITDA goal for the prior year was not achieved; provided however that each quarterly anniversary until fully vested and exercisable "look-back" period shall apply for only one year. For example, If Consolidated EBITDA for fiscal year 2000 is less than $26.5M, then Executive will receive no stock options at the end of the third anniversary fiscal year 2000. However, if Consolidated EBITDA for fiscal year 2001 is $28.0M or more while Consolidated EBITDA for fiscal year 2000 was less than $26.5M, then Executive will receive stock options equal to 1% of the grant date issued and outstanding common stock of the Company at a rate the end of 8.33% per quarterfiscal year 2001. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory If Consolidated EBITDA for fiscal year 2000 is less than $26.5M and Consolidated EBITDA for fiscal year 2001 is less than $28.0M, but Consolidated EBITDA for fiscal year 2002 is $32.5M or more, then Executive will receive stock options that are not intended equal to be incentive stock options under Section 422 1% of the Internal Revenue Code. (b) Each option granted under the terms issued and outstanding common stock of the 2004 Omnibus Incentive Compensation Plan shall be for Company at the end of fiscal year 2002. Executive may receive a term maximum of ten years 3% of the issued and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with outstanding Common Stock of the Company terminates for any reason except termination without Causeunder this Section 4.3 if the requisite goals are met, death, Disability, or Retirement (all as defined in but cannot exceed an aggregate of 3% of the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion issued and outstanding common stock of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due under this Section 4.3. Further, Executive would only receive options equal to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date 2% of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion issued and outstanding common stock of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as if Consolidated EBITDA for the Company remains a public company, in fiscal year 2003 equals or exceeds $40M but Consolidated EBITDA for the Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no was less than 3,750,000 shares of the Company's Common Stock$26.5M in fiscal year 2000, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards $28.0M in fiscal year 2001 and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions $32.5M in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisefiscal year 2002.

Stock Options. (a1) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall The Executive will be substantially in the form set forth in the granted a time-vested Non-Qualified Stock Option Grant to acquire one hundred fifty thousand (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b150,000) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to Stock (the "Option Shares") under the Company's 2004 Omnibus Incentive Compensation 2002 Stock Option and Restricted Stock and Unit Award Plan (the "Option Plan; ") with an exercise price equal to the fair market value (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt as defined under the securities Option Plan) of the Common Stock on the Effective Date. The option shall vest and become exercisable with respect to one-third of the Option Shares on each of the first three anniversaries of the Effective Date, provided Executive has remained continuously employed by the Company until the applicable date (except as provided in Paragraph 7(d)(5) hereof). The Executive shall be eligible to receive additional options under the Option Plan or blue sky laws of California other and such other jurisdictions in the United States additional option plans as may be applicable; adopted by the Company during the term hereof, taking into account, among other things, Executive's performance and position with the Company. (iii2) The Executive will be granted a performance vested Non-Qualified Stock Option to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which acquire one hundred fifty thousand (150,000) shares of the Company's Common Stock is ("Performance Option Shares") under the Option Plan with an exercise price equal to the fair market value (as defined under the Option Plan) of the Company's Common Stock on the Effective Date. Such option shall vest and become exercisable, provided Executive has remained continuously employed by the Company until the applicable date (except as provided in Paragraph 6(d)(5) hereof), as follows: (i) options to purchase 50,000 Performance Option Shares shall vest and become exercisable as of March 15, 2003, if the Company shall have achieved earnings per share for fiscal year 2002 of at least the target earnings per share set forth in Exhibit A attached hereto; (ii) options to purchase 50,000 Performance Option Shares shall vest and become exercisable as of March 15, 2004, if the Company shall have achieved earnings per share for fiscal year 2003 of at least the target earnings per share set forth in Exhibit A attached hereto; and (iii) options to purchase 50,000 Performance Option Shares shall vest and become exercisable as of March 15, 2005, if the Company shall have achieved earnings per share for fiscal year 2004 of at least the target earnings per share set forth in Exhibit A attached hereto; (3) In addition, A. if the Company's earnings per share for fiscal year 2002 greater than the target earnings per share set forth in Exhibit A attached hereto for such fiscal year, then listed or tradedin addition to the 50,000 options to purchase Performance Option Shares that vest and become exercisable as of March 15, so long 2003, a portion of the options to purchase Performance Option Shares eligible to vest on March 15, 2004 shall vest and become exercisable as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.March 15, 2003 calculated as follows: 50,000 multiplied by the "Increase Percentage" (as defined ================================================================================ 4 herein); As used herein, the term "Increase

Stock Options. Subject to any required stockholder approval, Bay ------------- View hereby grants the Executive options (a) On the date this Agreement is executed"Options"), the Company which shall grant Employee options be non- qualified stock options, to acquire 30,000 purchase an aggregate of 150,000 shares of Company Bay View's Common Stock at a price per share equal to the lesser of (i) the tangible book value per share of Bay View's Common Stock as of March 31, 2001 or (ii) 85% of the closing price of Bay View's Common Stock on the New York Stock Exchange on the day before the day on which the prospectus supplement relating to an offering by Bay View of certain transferable rights permitting the holders of the rights to subscribe for and purchase additional shares of Common Stock becomes effective (the "Exercise Price"). The Options shall have the following other principal terms: (i) the Options shall become exercisable and be vested, and remain exercisable and vested for a term of five years from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of 50,000 shares of Bay View's Common Stock, pursuant shall become exercisable from and after the Effective Date; (B) the second installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the first anniversary of the Effective Date; and (C) the third installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the second anniversary of the Effective Date; (ii) the Options shall become immediately exercisable and shall remain exercisable for the remainder of their term in the event of (A) a Change in Control, (B) a termination of this Agreement by the Employers without Cause or (C) a termination of this Agreement by the Executive for Good Reason; (iii) the Options shall terminate immediately in the event of (A) a termination of this Agreement by the Employers for Cause or (B) a termination of this Agreement by the Executive without Good Reason; (iv) the Options shall remain exercisable until the earlier of the expiration of their term or three years after the termination of this Agreement by the Employers because of the Executive's death or Permanent Disability and the Options shall become immediately exercisable if such termination occurs during the 270 days preceding consummation of a Change in Control; (v) the Options are transferable by gift to members of the Executive's family or to entities controlled by such family members or by will or by the laws of descent and distribution; (vi) in the event that the outstanding shares of Common Stock subject to the Options are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares of Bay View or other securities of Bay View or of another corporation by reason of a reorganization, merger, consolidation, reclassification, stock split, reverse stock split, stock dividend or combination of shares of Common Stock, the Board of Directors of Bay View shall make an appropriate and equitable adjustment in the number and kind of shares as to which the Options or portion thereof then unexercised shall be exercisable and in the Exercise Price. Such adjustment in the Options shall be made without any change in the total price applicable to the unexercised portion of the Options, except for any change in the aggregate price resulting from rounding- off of share amounts or prices, and with any necessary corresponding adjustment in the Exercise Price. In the event that Bay View from time to time hereafter issues its Common Stock at a price less than the then prevailing market price on the New York Stock Exchange on the date of any such issuance (the "Prevailing Market Price"), the Board of Directors shall reduce the Exercise Price of that portion of the Options not then exercised to the price determined by multiplying the Exercise Price as then in effect by a fraction the numerator of which shall be that price per share at which Bay View issued its Common Stock at a price less than the Prevailing Market Price and the denominator of which shall be such Prevailing Market Price. Any such adjustment made by the Board of Directors shall be final and binding upon the Executive, Bay View and their respective successors in interest; (vii) if Bay View adopts an option plan for its employees that provides for terms and conditions herein and more favorable to the optionees thereunder than the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially Options to the Executive, then, in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under such event, the terms of the 2004 Omnibus Incentive Compensation Plan Options shall be for amended so that the terms thereof incorporate such more favorable terms of such option plan; and (viii) subject to any required stockholder approval, Bay View shall promptly file a term of ten years Form S-8 registration statement with respect to the Options with the Securities and Exchange Commission and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable its best efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock registration statement to be listed on the principal exchange or exchanges or qualified remain effective for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so as long as any of the Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseexercisable.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant the Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of non-statutory stock options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 covering 800,000 shares of the Company's Common Stock, issuable pursuant . Such options shall be granted on the date that the Employee commences full-time employment with the Company under this Agreement. The exercise price of such options shall be equal to the Companyfair market value of such stock on the date of grant. The term of such options shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's 2004 Omnibus Incentive Compensation Plan; Employment. Such options shall become exercisable as follows, subject to the Employee's continuing Employment: (i) Options covering 320,000 shares shall become exercisable after 18 months of continuous Employment. This option award is intended to compensate the Employee for the value of equity awards and other benefits which he forfeits by terminating his previous employment. (ii) cause such awards and Options covering 320,000 shares shall become exercisable in equal monthly installments over the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws Employee's first 48 months of California and such other jurisdictions in the United States as may be applicable; and continuous Employment. (iii) to maintain a current prospectus and to cause such Common Stock to be listed on Options covering 80,000 shares shall become exercisable in equal monthly installments over the principal exchange or exchanges or qualified for trading on the principal over24-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a month period of five years continuous Employment commencing on October 1, 2000, if the Company had not less than $100 million of revenue for the fiscal year ending September 30, 2000. If the Board reasonably determines that the Company had less than $100 million of revenue for the fiscal year ending September 30, 2000, then such options covering 80,000 shares shall become exercisable after exercise48 months of continuous Employment. (iv) Options covering 80,000 shares shall become exercisable in equal monthly installments over the 24-month period of continuous Employment commencing on October 1, 2000, if the Company had not less than $90 million of revenue for the fiscal year ending September 30, 2000. If the Board reasonably determines that the Company had less than $90 million of revenue for the fiscal year ending September 30, 2000, then such options covering 80,000 shares shall become exercisable after 48 months of continuous Employment. The grant of such options shall be subject to the other terms and conditions set forth in the Notices of Grant of Stock Option and Stock Option Agreements attached as Exhibits 1.1 through 1.4.

Stock Options. (a) On The Company will grant to Executive, effective as of the date of this Agreement is executedbut subject to the Executive commencing employment with the Company, options under its 1992 Incentive Stock Plan (the "Plan") to purchase 200,000 shares of the common stock of the Company at an exercise price equal to the closing sales price of the common stock at the close of business on June 24, 1996. During Fiscal '97 the Board (or the Compensation Committee thereof) shall consider awarding the Executive an additional 40,000 options under the Plan. The 200,000 options to the extent granted to Executive in excess of the number available under the Plan ("Excess Options") shall be subject to the shareholders of the Company approving the amendment previously adopted by the Board increasing the number of shares available for issuance under the Plan by 600,000 ("Plan Amendment"). To the extent outstanding options become available under the Plan between the date hereof and shareholder approval of the Plan Amendment, because they are unexercised or surrendered, such options shall be used to decrease the Excess Options. The options shall be Nonstatutory Stock Options (as defined in the Plan) to the extent required by the Plan under the mandated $100,000 limitation. The options will provide that they vest at the rate of twenty-five percent (25%) per annum on the date of the anniversary of the commencement of employment, have a term of six (6) years and otherwise utilize the general format for options granted by the Company under its 1992 Employee Incentive Stock Option Plan with the exception of the following: (i) twenty percent (20%) of the options will conditionally vest upon the Executive commencing employment with the Company PROVIDED, HOWEVER, that in the event the employment of the Executive terminates under Section 7(b) or /(d) on or before the first anniversary of the date of the Agreement, then all such options will be deemed as having not vested and further in the event the Executive shall have exercised the options then Executive agrees: (A) the shares will be issued subject to a restricted grant which shall terminate on the first anniversary of the date of this Agreement; and (B) he shall not have a right to sell, pledge, hypothecate or otherwise transfer the shares until after the first anniversary of the date of this Agreement; and (ii) the Company shall grant Employee have a right through the first anniversary of the date of this Agreement in the event the Executive terminates his employment with the Company for any reason whatsoever to repurchase the shares at the option exercise price; and (iii) in the event of a Change of Control of the Company (as defined in Section 8(e) of this Agreement), then and in such event notwithstanding any other vesting provisions of the options, fifty percent (50%) of the options to acquire 30,000 shares will vest on the occurrence of Company Common Stock, pursuant and subject a Change of Control prior to the terms and conditions herein and the terms first anniversary of the Company's 2004 Omnibus Incentive Compensation Plan date of this Agreement, seventy-five percent (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share 75%) of the options shall be vest in the closing price event of an occurrence of a Change of Control on the first and prior to the second anniversary of the Company Common Stock date of this Agreement, and the options shall become entirely vested on the date approved by the Compensation Committee occurrence of the Board a Change of Directors. Options shall vest Control on each quarterly anniversary until fully vested and exercisable at the end of or after the third anniversary of the grant date of this Agreement. In the event of the occurrence of Change of Control, the Executive shall have a right at his option within thirty (30) days following the occurrence of a Change of Control, to require the Company to purchase from him the options (and if any of the options have been exercised the underlying shares) at a rate purchase price of 8.33% per quarter. The options granted to Employee under $100,000 plus the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codepurchase price paid by him for any underlying shares. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: aiv) in the event Employee's service with of a Change of Control of the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in Section 8(e) of this Agreement), then and in such event notwithstanding any other vesting provisions of the 2004 Omnibus Incentive Compensation Plan - Exhibit Aoptions, fifty percent (50%) of the vested portion options will vest on the occurrence of each option will expire at a Change of Control prior to the close first anniversary of business at Company headquarters on the date of termination this Agreement, seventy-five percent (75%) of Employee's service with the Company; and b) if Employee's service with options shall vest in the Company terminates due to termination without Cause or Retirement, the vested portion event of each option will expire at the close an occurrence of business at Company headquarters a Change of Control on the date two months after first and prior to the second anniversary of the date of this Agreement, and the Employee's termination without Cause options shall become entirely vested on the occurrence of a Change of Control on or Retirement (all as defined in after the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion third anniversary of the Companydate of this Agreement. The In the event of the occurrence of Change of Control, the Executive shall have a right at his option within thirty (30) days following the occurrence of a Change of Control, to require the Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total from him the options granted shall not exceed 50,000 shares during the Contract Term, inclusive (and if any of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and options have not been exercised or terminated and the underlying shares) at a purchase price of $100,000 plus the purchase price paid by him for a period of five years after exerciseany underlying shares.

Stock Options. Gemstar-TV Guide shall grant to Employee, subject to Compensation Committee approval and the vesting provisions described in this Agreement, nonqualified stock options (athe “Options”) On under Gemstar-TV Guide’s 1994 Stock Incentive Plan, as amended (the date this Agreement is executed“Plan”), to acquire two hundred fifty thousand (250,000) shares of Gemstar-TV Guide’s Common Stock (“Common Shares”). Each Option shall represent the right to acquire one (1) Common Share. Subject to earlier termination of the Options as described below, the Options shall vest as follows: (i) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the first anniversary of the Effective Date, (ii) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the second anniversary of the Effective Date, (iii) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the third anniversary of the Effective Date, (iv) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the fourth anniversary of the Effective Date, and (v) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the fifth anniversary of the Effective Date. The Options shall expire on the first to occur of (i) the close of business on the last business day of the Company coinciding with or immediately preceding the day before the tenth anniversary of the Effective Date, (ii) the termination of the Options pursuant to Section 4.2 of the 1994 Plan, or (iii) the termination of the Options in connection with a termination of Employee’s employment with the Company as contemplated by the Option Agreement (as such term is defined below) and as modified by Section IV-E-1 or IV-E-3 below. The exercise price per Common Share under each Option shall grant Employee options to acquire 30,000 shares of Company equal the closing price for a Common StockShare on the NASDAQ National Market Reporting System on the award date. The Options shall be evidenced by a written option agreement in the form attached hereto as Exhibit A (the “Option Agreement”) and shall, pursuant except as expressly provided in this Section III-G and in IV-E-3 below, be subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the NonPlan and the Option Agreement. Additional annual Option grants may be made at Gemstar-Qualified Stock Option Grant (attached hereto as Exhibit "B")TV Guide’s sole discretion. The exercise price per share number of the options annual Option grants shall be the closing price of the Company Common Stock based on the date approved by same criteria used to calculate the Compensation Committee number of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted Option grants awarded to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codecomparable employees. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On As of the date of this Agreement Agreement, Executive is executed, the Company shall grant Employee hereby granted options to acquire 100,000 shares of Sabratek's common stock (the "Base Options") pursuant to Sabratek's Amended and Restated 1993 Stock Option Plan (the "Option Plan"). The Base Options shall have a 10-year term and shall have an exercise price per share equal to the closing sales price for the Sabratek common stock on the trading day prior to the date of grant. Subject to the provisions of this paragraph 4, the Base Options shall vest and become exercisable by Executive as follows: (i) Base Options to purchase 40,000 shares shall be fully vested and exercisable at the date hereof; (ii) Base Options to purchase 30,000 shares shall vest and become exercisable on the first anniversary of the date hereof; (iii) Base Options to purchase 20,000 shares shall vest and become exercisable on the second anniversary of the date hereof; and (iv) Base Options to purchase 10,000 shares shall vest and become exercisable on the third anniversary of the date hereof. (b) In addition, as of the date of this Agreement, Executive is also hereby granted additional options to acquire 100,000 shares of Sabratek's common stock (the "Additional Options") pursuant to the Option Plan. The Additional Options shall have a 10-year term and shall have an exercise price per share equal to the closing sales price for the Sabratek common stock on the trading day prior to the date of grant. Subject to the provisions of this paragraph 4, the Additional Options shall vest and become exercisable by Executive as follows: (i) Additional Options to purchase 50,000 shares shall vest and become exercisable on the first anniversary of the date hereof; (ii) Additional Options to purchase 25,000 shares shall vest and become exercisable on the second anniversary of the date hereof; and (iii) Additional Options to purchase 25,000 shares shall vest and become exercisable on the third anniversary of the date hereof. (c) If the Employment Period is terminated by the Company Common Stockfor Cause (as defined below) or is terminated because of the death or permanent disability or incapacity (which shall mean the inability on a permanent basis to carry out the duties and responsibilities of the position on an effective basis due to casualty, pursuant illness, injury, or other impairment of mental, physical or emotional faculties, as determined by the CEO exercising reasonable judgment) of Executive, (i) all unvested Base Options will immediately vest and become exercisable and (ii) all unvested Additional Options will immediately be forfeited to the Company and Executive will have no further rights in respect thereof. (d) If the Employment Period is terminated by the Company without Cause or in the event of a Sabratek Change of Control (as defined below), all unvested Base Options and all unvested Additional Options will immediately vest and become exercisable. (e) If the Employment Period is terminated by the resignation of Executive, all unvested Base Options and all unvested Additional Options will immediately be forfeited to the Company and Executive will have no further rights in respect thereof. (f) Following termination of the Employment Period for any reason, all vested Base Options and vested Additional Options shall be exercisable by Executive (or his executor, administrator or other legal representative) for a period of 60 days from the date of termination. (g) At the time of the grant of the Base Options and Additional Options, Executive shall be issued an option grant letter in the form customarily used by the Company for option grants made under the Option Plan, and the Base Options and the Additional Options shall be subject to the terms and conditions herein and of the Option Plan in addition to the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codethis Agreement. (bh) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service If Executive is still employed with the Company terminates for any reason except termination without Causeon March 31, death2000, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close election of business at Company headquarters on Executive and upon the written request of Executive made within ten days following such date of termination of Employee's service with (or if the Company; and b) if Employee's service with Employment Period is terminated by the Company terminates due to termination without Cause or Retirementprior thereto, within ten days following such termination), the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under repurchase from Executive all vested and unexercised Base Options held by Executive for a purchase price equal to $18.00 per Base Option. Such purchase price (net of any required tax withholding) shall be payable by the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in delivery of a minimum amount cashiers or certified check payable to Executive or wire transfer of options immediately available funds to purchase 10,000 shares of Common Stockan account designated by Executive. The total options granted From and after such payment, Executive shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Granthave no further rights with respect to such Base Options. (ci) For so long as the Company remains purposes of this paragraph 4, a public company, Company "Sabratek Change of Control" shall use commercially reasonable efforts to: be deemed to occur upon (i) cause the shares sale of Common Stock reserved all or substantially all of the assets of Sabratek, (ii) a merger or consolidation of Sabratek with another corporation, or an exchange of the securities of Sabratek for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included securities of another corporation, with the result that the shareholders of Sabratek immediately before such merger, consolidation or exchange own less than a majority of the outstanding voting securities of the surviving corporation of such merger or consolidation, or of the corporation in which such shareholders own securities as a registration statement on Form S-8 result of and following such exchange, immediately after such merger, consolidation or exchange, (iii) the "Registration Statement"acquisition by any person or group (within the meaning of Section 13(d) relating to the registration under the Securities Exchange Act of 1933 (the "Act"1934, as amended) of no less than 3,750,000 shares a majority of the Companyoutstanding common stock of Sabratek in one or a series of related transactions, or (iv) the failure of K. ▇▇▇▇ ▇▇▇▇▇ to serve as either an executive officer or director of Sabratek. Notwithstanding the foregoing, a change of control shall not be deemed to occur as a result of any of the foregoing transactions if the corporate existence of Sabratek is not affected by such transaction and Sabratek's Common Stock, issuable pursuant to chief executive officer and directors retain their positions with Sabratek (and constitute at least a majority of the Company's 2004 Omnibus Incentive Compensation Plan; (iiboard of directors) cause such awards and following the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisetransaction.

Stock Options. (ai) On the date this Agreement is executedEffective Date, the Company Executive shall grant Employee be granted non-qualified options to acquire 30,000 in the forms attached hereto as Exhibits B and C for an aggregate of 1,000,000 shares of Company the Common Stock, Stock of the Company. The non-qualified stock option in the form attached hereto as Exhibit B shall be granted pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Aon Stock Incentive Compensation Plan (Plan. The non-qualified stock option in the form attached hereto as Exhibit "A")C shall be granted as an inducement non-qualified stock option award outside of the Aon Stock Incentive Plan. The Company will file a Form S-8 registration statement with respect to such inducement non-qualified stock option award. Such option options shall be substantially vest, in the form set forth aggregate, in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share installments of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable 333,334 shares at the end of the third anniversary second year beginning on the Effective Date and of 333,333 shares at the end of each of the grant date at a rate of 8.33% per quarter. The options granted third and fourth years beginning on the Effective Date in accordance with the terms generally applicable to Employee option grants under the 2004 Omnibus Aon Stock Incentive Compensation Plan shall be nonstatutory stock options that are to the extent not intended to be incentive stock options under Section 422 inconsistent with this Agreement. In the event of termination of the Internal Revenue CodeExecutive’s employment by the Company without Cause pursuant to Section 4(d) hereof, or by the Executive for Good Reason pursuant to Section 4(e) hereof, such options shall continue to vest in accordance with their original vesting schedules. (bii) Each In each calendar year after 2005 during the Employment Term, subject to the approval of the committee administering the Aon Stock Incentive Plan, the Executive shall be granted annually, on the regular date for annual executive option granted grants, non-qualified stock options to purchase shares of Common Stock with a Black-Scholes value (based on the same methodology as used in valuing regular 2005 option grants under the Aon Stock Incentive Plan) of not less than $1,800,000, each such option shall vest in accordance with the terms of generally applicable to option grants under the 2004 Omnibus Aon Stock Incentive Compensation Plan shall be for a term of ten years and shall provide Plan; provided, however, that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with Executive’s employment by the Company terminates due to termination without Cause pursuant to Section 4(d) hereof, or Retirementby the Executive for Good Reason pursuant to Section 4(e) hereof, each such option shall become vested to the extent that it would have become vested portion if the Executive’s employment had continued until the second anniversary of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's Executive’s termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantemployment. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. Executive shall be granted options to purchase 500,000 shares of the Company's common stock (athe "Time Vesting Options") On at an exercise price equal to the fair market value of the Company's common stock as of the date this Agreement is executed, of grant of such options. Provided Executive remains in continuous service with the Company as of the applicable vesting dates, twelve and one half percent (12-1/2%) of the Time Vesting Options shall grant Employee vest upon the six (6) month anniversary of the Effective Date and the remaining Time Vesting Options shall vest at the rate of 1/42nd of such remaining options to acquire 30,000 shares per month, such that one hundred percent (100%) of Company Common Stock, pursuant and subject the Time Vesting Options shall be vested on the fourth (4th) anniversary of the Effective Date. The Time Vesting Options shall be treated as incentive stock options within the meaning of Section 422 of the Code to the maximum extent possible and shall become exercisable as they become vested, and the remaining portion of the Time Vesting Options shall become exercisable upon the date of grant of such options. The vested portion of all Stock Options which are not incentive stock options shall be transferable to family members to the maximum extent permitted by the Securities Act of 1933, as amended. Other terms and conditions herein and of the Time Vesting Options shall be consistent with the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto compensatory stock plan under which they are granted and as Exhibit "A")mutually agreed to by the Company and Executive. Such option In addition to the Time Vesting Options, effective as of the Effective Date, Executive shall be substantially in granted non-statutory stock options to purchase 100,000 shares of the form set forth in Company's common stock (the Non-Qualified Stock Option Grant (attached hereto as Exhibit "BPerformance Vesting Options"). The ) at an exercise price per share equal to the fair market value of the options shall be the closing price Company's common stock as of the Effective Date. Provided Executive remains in continuous service with the Company Common Stock on through the date approved seventh (7th) anniversary of the Effective Date, the Performance Vesting Options shall become vested and exercisable in their entirety as of the seventh (7th) anniversary of the Effective Date; provided however, that upon the determination by the Board of Directors that Executive has met by Executive's performance during 2001 at least seventy-five percent (75%) of certain performance goals to be established jointly by Executive and the Board and/or the Compensation Committee of the Board during the first quarter of Directors. calendar year 2001, the Performance Vesting Options shall vest on each quarterly anniversary until fully vested and become exercisable at pursuant to the end schedule described above with respect to the Time Vesting Options as if governed by such schedule as of their date of grant. Other terms and conditions of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan Performance Vesting Options shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under consistent with the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years Company's compensatory stock plan under which they are granted and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with mutually agreed to by the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the CompanyExecutive. The Company shall grant Employee Time Vesting Options and Performance Vesting Options, together with any additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stockcommon stock that Executive may be granted from time to time are referred to herein collectively as the "Stock Options." The Stock Options shall be granted by the Board or authorized committee of the Board, issuable and shall be granted pursuant to to, and except as provided herein shall be governed by, the terms of the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards stock option plans and the shares issuable pursuant customary forms of stock option agreement as amended from time to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisetime.

Stock Options. At the end of fiscal year 2011, the Executive shall receive an initial award of options to purchase shares of SK Holdco common stock (a“Initial Options”) On equivalent to two to four times the Executive’s Salary. 25% of the Initial Options will vest immediately on the date of grant of the award, and 25% of the Initial Options will thereafter vest on each of the three subsequent anniversaries of the date of grant during the Employment Period. Thereafter, the Executive shall receive an annual award of options to purchase shares of SK Holdco common stock (“Annual Options”) equivalent to two to four times the Executive’s Salary. The Annual Options will have a four year vesting period. For each grant of Annual Options, the vesting period will start on the applicable date of grant and 25% of the Annual Options will thereafter vest on each of the four anniversaries of the applicable date of grant during the Employment Period. The grant of any Initial or Annual Options (collectively, “Options”) pursuant to this Section 3(b), and each grant’s specific terms, will be subject to (i) SK Holdco Board approval, (ii) the SK Holdco’s Equity Plan, a copy of which is attached hereto, or any subsequent equity plan that may later be adopted by the SK Holdco Board, a copy of which will be attached hereto and incorporated herein by reference as soon as approved by the SK Holdco Board, and (iii) the terms of any SK Holdco Stock Option Agreement pursuant to which the Options are issued, the current form of such Stock Option Agreement is executedattached hereto and any future form Stock Option Agreement that may later be adopted by the SK Holdco Board shall be attached hereto and incorporated herein by reference as soon as approved by the SK Holdco Board. Notwithstanding the foregoing, each grant of Options shall contain the following terms, which shall control over any contrary provision of the Equity Plan or any Stock Option Agreement: (i) The vesting schedule shall not be less favorable for any Annual Options than as set forth above for Annual Options; (ii) Any determination of whether the Executive has been terminated for Cause shall be based upon the definition of Cause set forth in Section 4, and any resignation by the Executive for Good Reason, as defined in Section 4, shall be treated in the same manner as a termination by the Company without Cause; (iii) Vesting and exercisability upon a termination of employment shall be not less favorable to the Executive than as set forth in Section 5; (iv) Upon the occurrence of a Change in Control (which shall not be defined in a manner that is less favorable to the Executive than the definition contained in the Equity Plan as in effect on the Effective Date, although, notwithstanding the foregoing, the Company acquisition by Highland Capital Management, L.P., Contrarian Capital Management, LLC, GSC Recovery, Inc., and JPMorgan Securities, Inc. and any person acting with them as a “group” within the meaning of §409A of the Code, as defined herein, of 50% or more of the total fair market value or total voting power of the stock of the Company, SK Holdco or SK Holding Company, Inc. shall grant Employee not constitute a Change in Control for purposes of this Agreement), all Options shall vest immediately if the Executive is either employed on the date of the Change in Control, or was terminated without Cause (or resigned for Good Reason) within six months prior to the Change in Control. Any Options that are not vested upon a termination without Cause or resignation for Good Reason that occurs prior to a Change in Control shall remain outstanding for a period of six months following the Date of Termination, but shall not be exercisable unless a Change in Control occurs during such six month period, in which event the preceding provisions shall apply. In the case of a Change in Control, unless the Options are to be converted into options of an acquiring company (on terms not less favorable to acquire 30,000 shares the Executive than the converted Options), the Executive shall receive a cash payment equal to the value of Company Common Stock, pursuant and SK Holdco common stock subject to the terms and conditions herein and Options (as determined by the terms of the Company's 2004 Omnibus Incentive Compensation Plan Change in Control) over the exercise price, less applicable tax withholding; (attached hereto as Exhibit "A"). Such option v) The Executive shall be substantially in permitted to transfer the form set forth in Options to members of his immediate family, or trusts created for their benefit, for estate planning purposes, subject to reasonable conditions as the Non-Qualified Stock Option Grant Committee may require; (attached hereto as Exhibit "B"). The exercise price per share vi) Notwithstanding the last sentence of Section 20(a) of the options Equity Plan, the Executive shall not be obligated to agree to any changes to the closing price of the Company Common Stock on the date Shareholders’ Agreement not applicable to all other shareholders; and (vii) Unless prohibited by applicable law, and if approved by the Compensation Committee Committee, in its sole discretion, the Executive shall be entitled to pay the exercise price for all or any portion of the Board Options, and any income tax withholding imposed upon the exercise, by having a number of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at shares of SK Holdco common stock withheld from the end of the third anniversary of the grant date at number issued to him with a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Causefair market value, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service and determined in accordance with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or RetirementEquity Plan, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant equal to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseexercise price and/or withholding tax obligation.

Stock Options. (ai) On the date Nothing in this Agreement is executedshall affect stock options previously granted to Employee, which shall continue to be governed by the Company 1994 Plan and the terms of the grant of such stock options. (ii) Additionally, at or promptly after the end of each of Radica's Annual General Meetings held in 2000, 2001 and 2002, Radica shall grant to Employee an option (up to three such options in total) to acquire 30,000 purchase twenty-five thousand (25,000 ) shares (up to 75,000 shares in the aggregate) of Company Common Stockthe common stock of Radica at the then applicable market price, pursuant and subject to the terms and conditions herein of this Section 6 and the terms 1994 Plan; provided, however, that each such grant shall be subject to the conditions that (x) Employee continues to be employed in good standing by Radica Group through the relevant date of grant and (y) sufficient shares are available under the Company's 2004 Omnibus Incentive Compensation 1994 Plan to cover Employee and other similarly situated executives (attached hereto as Exhibit "A"i.e. adequate shares must be available for this special program in the option pool under the 1994 Plan). If such quantity of shares is not available, the grant dates will roll forward by one year per year until such shares are available. Such option shall be substantially in stock options under this clause (ii) are herein called the form set forth in the Non-Qualified "Stock Option Grant Options". (attached hereto as Exhibit "B"). iii) The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on and become exercisable 20% per year for each quarterly anniversary until fully vested and exercisable year Employee is employed by Radica Group following the date of grant, commencing at the end of the third first anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codegrant. (b) Each option granted under The number of shares subject to the terms Stock Options will be adjusted for stock splits and reverse splits; provided that such number of shares shall not be adjusted if Radica should otherwise change or modify its capitalization, including but not limited to the issuance by Radica of new securities (including options or convertible securities), ESOP's or other employee stock plans. It is the intent of the 2004 Omnibus Incentive Compensation Plan parties that the stock subject to the Stock Options shall be subject to dilution, except for a term stock splits and reverse splits. (c) Any other provision hereof to the contrary notwithstanding, (i) as of ten years and shall provide that (except as otherwise provided in this Agreement: a) the date of Termination in the event Employee's service with the Company terminates of Termination pursuant to Section 3(a) or Termination by Radica for any reason except termination Cause or by Employee without Cause, death, Disabilityconsent of Radica, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Aii) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and btwelve (12) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of Termination in the Employee's termination event of Termination by Radica without Cause or Retirement (all as defined by Employee for Good Reason in the 2004 Omnibus Incentive Compensation Plan - Exhibit Aevent of a Termination/Change in Control or the Total Disability of Employee (each of such applicable dates being called a "Determination Date"). Additional options may be granted to , Employee in shall forfeit the discretion Stock Options (measured by percentages of the Company. The Company stock subject to the Stock Options) and they shall grant expire as follows: (A) if the Determination Date is within the first year after the date the Stock Option is granted (the "Grant Date") then Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive forfeit 100% of the initial 30,000 Share Option Grantstock subject to the Stock Option; (B) if the Determination Date is after the end of said first year and within the second year after the Grant Date, then Employee shall forfeit 80% of the stock subject to the Stock Option; (C) if the Determination Date is after the end of said second year and within the third year after the Grant Date, then Employee shall forfeit 60% of the stock subject to the Stock Option; (D) if the Determination Date is after the end of said third year and within the fourth year after the Grant Date, then Employee shall forfeit 40% of the stock subject to the Stock Option; or (E) if the Determination Date is after the end of said fourth year and within the fifth year after the Grant Date, then Employee shall forfeit 20% of the stock subject to the Stock Option. (cd) For so long as the Company remains a public company, Company In any event each Stock Option shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant expire to the Company's 2004 Omnibus Incentive Compensation Plan extent not previously exercised on the tenth anniversary of the Grant Date. Otherwise, Employee may at any time within ninety (90) days following the Determination Date, exercise his right to be included in a registration statement on Form S-8 (the "Registration Statement") relating purchase stock subject to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common StockStock Options, issuable pursuant but subject to the Company's 2004 Omnibus Incentive Compensation Plan; foregoing provisions respecting vesting and forfeitures. (iie) cause such awards and the shares issuable pursuant Employee shall have no right to such awards to be registered sell, alienate, mortgage, pledge, gift or otherwise exempt under transfer the securities Stock Options or blue sky any rights thereto, except by will or by the laws of California descent and such other jurisdictions distribution, and except as specifically contemplated in the United States as may be applicable; 1994 Plan. In any event, any transfer must comply with applicable state and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisefederal securities laws.

Stock Options. (a) On each of the date this Agreement is executedfirst four anniversaries of the Effective Date, the Company Buyer, pursuant to its existing stock option plan, shall grant Employee options to acquire 30,000 Friebe an option (each an "▇▇▇▇▇▇ Grant") to purchase 75,000 shares of Company Common Stock, Stock (the "Option Shares") pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Nona non-Qualified Stock Option Grant (attached hereto as Exhibit "B")qualified stock option. The exercise price for each share of the Option Shares shall be the fair market value per share as of the applicable date of grant of the related Option Grant. If any shares of Buyer Common Stock are publicly-traded on a national exchange in the United States, including the so-called Over-the-Counter Bulletin Board as such shares currently trade, the fair market value per share of the options Option Shares shall be the closing last trade price on the business day that such shares last traded prior to the date of grant. If no shares are then publicly-traded, the fair market value of the Company Common Stock on the date approved Option Shares shall be as determined in good faith by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end Directors of the third Buyer. With respect to each Option Grant, Friebe shall have vested an▇ ▇▇▇▇orfeitable rights to exercise such option to purchase the Option Shares only to the following extent: Aggregate Percentage of Applicable Date Stock Option Exercisable --------------- ------------------------ date of grant 25% 1st anniversary of date of grant 50% 2nd anniversary of date of grant 75% 3rd anniversary of date of grant 100% Notwithstanding the foregoing but subject to Section 4.4, in the event of the termination of employment of Friebe before the expiratio▇ ▇▇ ▇he Employment Term, any Option Shares which have not vested as of the date of termination shall be forfeited by Friebe. As soon as practica▇▇▇ ▇▇t no later than five (5) days after the Effective Date Friebe and Buyer shall exec▇▇▇ ▇▇d deliver the Buyer's form of Stock Option Agreement attached as Schedule 3.5(a) (which shall be amended as necessary to conform to the terms of this Agreement) to evidence the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under this Section 422 of the Internal Revenue Code3.5(a). (b) Each On the Effective Date, the Buyer, pursuant to its existing stock option granted plan, shall grant to Friebe an option (the "Bonu▇ ▇▇▇▇on Grant") to purchase 115,000 shares of Common Stock (the "Bonus Option Shares") pursuant to a non-qualified stock option. The exercise price for each share of the Bonus Option Shares shall be the lesser of the fair market value per share as of the date of grant or US $1.18 per share. If any shares of Buyer Common Stock are publicly-traded on a national exchange in the United States, including the so-called Over-the-Counter Bulletin Board as such shares currently trade, the fair market value per share of the Bonus Option Shares shall be the last trade price on the business day that such shares last traded prior to the date of grant. If no shares are then publicly-traded, the fair market value of the Bonus Option Shares shall be as determined in good faith by the Board of Directors of the Buyer. With respect to the Bonus Option Grant, Friebe shall have vested an▇ ▇▇▇▇orfeitable rights to exercise the options to purchase the Bonus Option Shares on March 31, 2006; provided, however, that Friebe shall forfeit a port▇▇▇ ▇▇ the Bonus Option Shares as of February 28, 2006, to the extent that the Applicable Revenue (as defined in Section 3.2.1) during the Initial Measurement Period fails to meet or exceed the revenue targets set forth on Exhibit B attached hereto. Buyer covenants and agrees that the Bonus Option Shares shall, prior to March 31, 2006, be subject to an effective registration statement under the Securities Act of 1933. Friebe and Buyer shall exec▇▇▇ ▇▇d deliver the Buyer's form of Stock Option Agreement attached as Schedule 3.5(a) (which shall be amended as necessary to conform to the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in to evidence the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion grant of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Astock options under this Section 3.5(b). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the CompanyFriebe's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration rights under the Securities Act of 1933 (O▇▇▇▇▇ ▇▇ants and Bonus Option Grant shall terminate if, before the "Act") of no less than 3,750,000 shares exercise of the Company's Common Stockoptions thereunder, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions Friebe breaches his obligat▇▇▇▇ ▇nder Section 5 hereof in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisematerial respect.

Stock Options. Chairman shall receive the following stock options in accordance with the following terms and conditions: (ai) On the date this Agreement is executedEffective Date, the Company shall grant Employee to Chairman options to acquire 30,000 purchase 100,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of Stock under the Company's 2004 Omnibus Incentive Compensation 1997 Stock Option Plan (attached hereto as Exhibit the "A1997 Plan"). (ii) The Company shall grant to Chairman options to purchase 50,000 shares of Common Stock under the 1997 Plan or any successor plan to the 1997 Plan (alternatively, the "Stock Option Plan"), on each of the following dates: November 15, 2000, February 15, 2001, May 15, 2001, August 15, 2001, November 15, 2001, February 15, 2002, May 15, 2002 and the second anniversary of the Effective Date; provided, however, that on each of those dates the Chairman is still retained under this Agreement and the Term has not been terminated in accordance with Sections 3(b) or 8 of this Agreement. (iii) In the event Chairman locates and hires before the expiration of the Term a Chief Executive Officer for the Company, the Company shall grant to Chairman options to purchase 100,000 shares of Common Stock under the Stock Option Plan on the effective date of the Chief Executive Officer's employment agreement. Such option All grants of options under this Agreement are subject to and conditioned upon the Company obtaining all necessary shareholder approvals, which Company shall use all reasonable efforts to obtain. Each time Chairman receives a grant of stock options pursuant to this Section 6(c), he shall be substantially in asked to enter into the form set forth in the Company's standard Non-Qualified Stock Option Grant Agreement (the "Option Agreement") which shall set forth the terms and conditions governing the grant and exercise of the Options including such terms as are set forth in this Section 6(c) and which Option Agreement shall be substantially similar to the Option Agreement attached hereto as Exhibit "B"). Appendix D. The exercise price per share terms and provisions of the options provided for in this subsection (c) shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except essentially as otherwise provided set forth in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the CompanyAppendix A hereto. The Company shall grant Employee additional option awards use its best efforts to file, and cause to be effective under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount Securities Act of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term1933, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public companyamended, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement"or a comparable form) relating with respect to the registration shares (or other rights) of equity issued as provided for or referenced in this Agreement or, if applicable, issuable upon exercise of rights so provided or referenced. The Company will also use its best efforts to ensure that each grant provided for under Appendix A or referenced above shall meet the requirements for exemption under Rule 16b-3 under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. The Executive shall be granted (ai) On on the Effective Date an option to purchase 100,000 shares of Revlon common stock, (ii) subject to the Executive's continued employment not later than February 15, 2001, an option to purchase 50,000 shares of Revlon common stock, and (iii) subject to the Executive's continued employment not later than February 15, 2002, an option to purchase 50,000 shares of Revlon common stock, each with a term of 10 years from the date this Agreement is executedof grant and an option exercise price equal to the market price of Revlon common stock on the date of grant and otherwise on terms (other than number of shares covered) substantially the same as other senior executives of the Company generally. Subject to the Executive's continued employment with the Company, the options so recommended shall vest and become and remain exercisable as to 25% of the shares subject thereto on each of the first through fourth anniversaries of the date of grant or, if more advantageous to the Executive, on terms no less favorable than options granted to RCPC's senior most executives generally. If prior to the end of the Term, the Company shall grant Employee terminate the Executive other than for Cause pursuant to Section 4.3, or the Executive shall terminate his employment on account of Good Reason pursuant to Section 4.4, the options to acquire 30,000 shares of Company Common Stock, pursuant so recommended shall vest and subject to the terms and conditions herein and be exercisable in accordance with the terms of the Revlon Inc. Amended and Restated 1996 Stock Plan or any plan that may replace it, as if the Executive had "retired" with the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto consent within the meaning of such plan. For purposes of clarification and for the avoidance of doubt, treating options as Exhibit if Executive had "A")retired" shall mean that each option held by the Executive as of the date of such termination shall continue to vest in accordance with its terms and provisions of this Agreement and shall remain exercisable for one year following the date that such option becomes fully vested and exercisable. Such option In addition, the Executive shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by recommended to the Compensation Committee or other committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested administering the Revlon Inc. Amended and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options Restated 1996 Stock Plan or any plan that may replace it, as from time to time in effect, to receive, under that Plan or otherwise, additional annual grants in years after 2002 under terms and conditions no less favorable than those granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue CodeRCPC's senior most executives generally. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. The Employee shall be eligible to be granted nonqualified options to purchase shares of Corporation’s common stock or other equity compensation generally paid to the employees of the Corporation (a) On the date this Agreement is executedcollectively, the Company shall grant “Equity Awards”), including the follow specific Equity Awards: (1) the Employee options will be eligible to acquire 30,000 receive, under the Merger Agreement, two stock option grants to purchase shares of Company Common Stockthe Corporation’s common stock for each option to purchase ICS common stock which had previously been granted to the Employee (the “Replacement Option Grants.”) One of the Replacement Option Grants shall be for the same number of shares and shall be vested to the same extent as the ICS option which this option is intended to replace and shall have the same term as set forth in Corporation’s standard form of stock option agreement (the “First Replacement Option Grant”). The second of the Replacement Option Grants shall be for a number of shares which is calculated by multiplying the number of shares subject to the ICS option for which this option is intended as a replacement by the Implied All Stock Exchange Ratio under the Merger Agreement, and then subtracting the number of shares subject to the First Replacement Option Grant, shall vest according to the vesting schedule and shall have the same term as set forth in the Corporation’s standard form of stock option agreement (the “Second Replacement Option Grant”); and (2) the Employee shall also be eligible to receive an option grant of 200,000 shares that will vest with regard to 50% of such option shares on Employee’s first anniversary of employment and with regard to the remaining 50% of such option shares on Employee’s second anniversary of employment with Corporation, provided Employee continues to remain an employee of the Corporation through such dates. Any Equity Awards shall be granted subject to approval of the board of directors of the Corporation (or the compensation committee thereof). Any Equity Awards shall be granted pursuant and be subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto Corporation’s stock option and/or equity incentive plans and customary form of agreements, and, except as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options otherwise described herein, shall vest on each quarterly anniversary until fully vested and become exercisable at in accordance with the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The vesting and exercisability schedule generally applicable to stock options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codesimilarly situated employees. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. Subject to the approval of the Board of Directors or the Marchex 2003 Stock Incentive Plan Administrator, Executive will be granted an option to purchase three hundred fifty thousand (a350,000) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stockthe common stock of Marchex, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Marchex 2003 Stock Incentive Compensation Plan Plan, (attached hereto as Exhibit "A"“Option 1”). Such option Options granted pursuant to Option 1 shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto designated as indicated on Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be A-1 as either incentive stock options under (“ISO”) meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code. ”), or non-qualified options (b“NQ”) Each which are not intended to meet the requirements of such Section 422 of the Code. Options granted pursuant to Option 1 shall vest according to the schedule indicated on Exhibit A-1. The exercise price of Option 1 shall be three dollars ($3.00) per share. Subject to the approval of the Board of Directors or the Marchex 2003 Stock Incentive Plan Administrator, Executive will also be granted an option granted under to purchase one hundred thousand (100,000) shares of Marchex’s common stock, subject to the terms and conditions of the 2004 Omnibus Marchex 2003 Stock Incentive Compensation Plan (“Option 2”) and effective upon the earliest of (i) the first anniversary of the Effective Date and (ii) the closing of Marchex’s initial public offering. Options granted pursuant to Option 2 shall be for a term of ten years designated as NQ and shall provide that (except vest according to the schedule attached as otherwise provided Exhibit A-2. The exercise price of Option 2 shall be the fair market value of such common stock at the time the option is granted or the price per share equal to the price per share offered and sold to the public pursuant to an effective registration statement prepared in this Agreement: a) in accordance with the Securities Act of 1933, as amended, as determined by the Board. In the event Employee's service with the Company terminates that either (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ceases to be a Marchex employee for any reason except termination without Cause, death, Disability, or Retirement (all ii) a Change in Control (as defined below) occurs while Executive is employed by Marchex, all options or other equity awards held by Executive with respect to Marchex common stock shall become fully vested. For purposes of this subsection, a “Change in Control” shall be deemed to have occurred upon the acquisition of beneficial ownership of greater than fifty percent (50%) of the combined voting power of the then-outstanding shares of Marchex common stock entitled to vote generally in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion election of each option will expire at the close directors by any individual, entity or group, but excluding for this purpose any such acquisition by Marchex or any corporation controlled by Marchex. With respect to any grants of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirementcapital stock, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company which shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount include grants of options to purchase 10,000 shares of Common Stockcapital stock of Marchex, received by Executive from Marchex, Executive agrees that the investigation of the tax consequences of such a grant of capital stock or options and the implementation of a plan to provide for such consequences are solely the responsibility of Executive. The total Marchex shall have no responsibility, legal, financial or otherwise, with regards to any tax consequences of any stock or options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantby Marchex to Executive. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options You previously were granted an option to acquire 30,000 purchase up to 425,000 shares of Company Common Stock, the Company’s common stock pursuant and subject to the terms and conditions herein and the terms of the Company's ’s 2004 Omnibus Incentive Compensation Stock Option Plan (attached hereto as Exhibit "A"the “Plan”) and your governing stock option agreement (the “Stock Option Agreement”). Such option shall be substantially in As of your Separation Date, 170,000 of these options have vested and you may exercise these vested options (to the form extent not already exercised) as set forth in the Non-Qualified Plan and the Stock Option Grant (attached hereto as Exhibit "B")Agreement. The exercise price per share remaining 255,000 unvested options shall cease vesting as of the Separation Date; provided, however, that: (1) If you enter into this Agreement and allow it to become effective, then the Company will accelerate vesting of 42,500 options such that these options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at as of the Effective Date of this Agreement; and (2) If you enter into this Agreement and allow it to become effective, and if you fully comply with all of your obligations under this Agreement during the Consulting Period (including without limitation your obligation to exercise the highest degree of professionalism and utilize your expertise and creative talents in performing the Consulting Duties as set forth in Section 3(b); your obligations to refrain from competing with the Company during the Consulting Period as set forth in Section 3(b); your proprietary information obligations as set forth in Section 7; and your nondisparagement obligations as set forth in Section 8), then the Company will accelerate vesting of an additional 42,500 options such that these options shall be fully vested and exercisable as of the last date of the Consulting Period (collectively, the “Accelerated Vesting”). The 170,000 options that have vested as of your Separation Date, together with the options that may vest in accordance with clause (1) above, shall be exercisable from the date of vesting through the end of the third anniversary three-month period initiated by the termination of your employment, as provide in Section 8.1 of the grant Stock Option Agreement (the “Exercise Termination Date”); provided, however, that if the Exercise Termination Date would otherwise fall on a date at a rate of 8.33% per quarterwhen you would be prohibited from trading in the Company’s stock pursuant to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ And Other Prohibited Trading Activities Policy, then the Exercise Termination Date will be extended to the date which is three business days after you are again permitted to trade in the Company’s stock. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan that may vest in accordance with clause (2) above shall be nonstatutory stock exercisable from the date of vesting through December 31, 2007. Except as modified in this Section 3(c)(iii), your options that are not intended shall continue to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under governed by the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseOption Agreement.

Stock Options. (a) On the date this Agreement is executedThe parties acknowledge that on November 6, 2006, the Company shall grant granted Employee options to acquire 30,000 shares of Company Common Stock, Stock pursuant and subject to the terms and conditions herein and the terms of the Company's ’s 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "“A"”). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "“B"”). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's ’s service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - – Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's ’s service with the Company; and b) if Employee's ’s service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's ’s termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - – Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's ’s 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "“Registration Statement"”) relating to the registration under the Securities Act of 1933 (the "“Act"”) of no less than 3,750,000 shares of the Company's ’s Common Stock, issuable pursuant to the Company's ’s 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's ’s Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (ai) On the date this Agreement is executedEffective Date and each of the first four (4) anniversaries of the Effective Date on which the Executive remains employed hereunder, the Company Executive shall grant Employee options be granted an Option to acquire 30,000 purchase Sixty Thousand (60,000) shares of Company Common Stock. In the event the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason prior to the Expiration Date, the Executive shall be granted, as of the date of such Termination of Employment, a number of Options equal to Three Hundred Thousand (300,000) minus the number of Options previously granted pursuant to the immediately preceding sentence. (ii) All Options described in paragraph (i) shall be granted subject to the following terms and conditions: (A) the Options shall be granted under and subject to the terms and conditions herein and Option Plan; (B) the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Options shall be, (A) in the case of the Options granted on the Effective Date, $48.375 per share and (B) in the case of the Options granted thereafter, the last reported sale price of the Common Stock on the date approved by Nasdaq National Market System (or other principal trading market for the Compensation Committee Common Stock) at the close of the Board trading day immediately preceding the date as of Directors. which the grant is made; (C) twenty-five percent (25%) of the Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary first four (4) annual anniversaries of the grant date at of grant, provided that in the event of a rate Contract Non-Renewal, all such Options shall vest and become exercisable on the Expiration Date and in the event of 8.33% per quarter. The options granted to Employee under a Termination of Employment by the 2004 Omnibus Incentive Compensation Plan Executive for Good Reason or a Termination of Employment by the Company other than for Cause, all such Options shall vest and become exercisable on the date of such Termination of Employment; (D) each Option shall be nonstatutory exercisable for the ten (10) year period following the date of grant; (E) each Option shall be evidenced by, and subject to, an Option Agreement; and (F) the number of shares granted shall be subject to adjustment for any subsequent stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codesplits. (biii) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except Except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; paragraph (ii) cause such awards and above, the shares issuable pursuant to such awards to be registered or otherwise exempt under Option Agreements shall specify that the securities or blue sky laws Options shall remain exercisable for the periods described in paragraph (ii) above notwithstanding any Termination of California and such Employment, other jurisdictions in than a Termination of Employment by the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified Company for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseCause.

Stock Options. (ai) On Within ten (10) days after the date this Agreement is executedEffective Date, Executive shall receive a qualified stock option grant (the Company shall grant Employee options to acquire 30,000 “Option”) of TWO MILLION (2,000,000) shares of Company Common StockVillageEDOCS’ common stock, no-par-value, with an exercise price equal to the closing bid price of VillageEDOCS’ common stock on the Over-the-Counter Bulletin Board on the last trading day prior to Executive’s signing this Agreement. Shares granted under Option shall vest pro rata on an annual basis over a five (5) year period from the Effective Date. (ii) The Option granted and the shares purchased pursuant and to both Options (collectively “Option Shares) shall be subject to the terms and conditions herein of the VillageEDOCS Equity Incentive Plan and the parties shall enter into a separate stock option agreement reflecting the terms of these stock option grants. In the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in event of a conflict between the form provisions, including terms and conditions, set forth in this Agreement and the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")VillageEDOCS Equity Incentive Plan, the terms of this Agreement shall control. The exercise price per share Option Shares shall vest provided that Executive is employed as of any vesting date and if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be fully vested in any, then unvested Option Shares (A) upon the consummation of a Change in Control, or (B) upon the death or permanent disability of the options shall be Executive. In the closing price event of the Company Common Stock on the date approved termination of Executive’s employment by the Compensation Committee of the Board of Directors. Options Company other than for Cause (as defined below), then unvested Option Shares, shall vest pro rata on each quarterly anniversary a monthly basis until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarterSeverance Term (as defined in Section 5.4). The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and grants shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Causevested options, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire may be exercised at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months any time within 7 years after the date of the Employee's termination without Cause vesting, except that any options that vest because of an event described in (A) or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options B) may be exercised only during the seven (7) year period beginning on occurrence of the vesting event. VillageEDOCS shall use its best efforts to register, and maintain the effectiveness of the registration, for resale all of the Option Shares granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee Executive pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement"or any successor form) relating to the registration statement under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On The Executive shall be eligible to participate in Patheon's 2011 Amended and Restated Incentive Stock Option Plan (the date this Agreement is executed, the Company “Stock Option Plan”) and shall grant Employee be eligible to be awarded options to acquire 30,000 Patheon's restricted voting shares of Company Common Stock, pursuant and subject from time to the terms and conditions herein and time in accordance with the terms of such Stock Option Plan and related stock option award agreement (together, with the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit Stock Option Plan, the "AStock Option Related Documents"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms Subject to approval of the 2004 Omnibus Incentive Compensation Plan Board of Directors at a meeting following the Effective Date, the Executive will be granted options to acquire two hundred fifty thousand (250,000) of Patheon's restricted voting shares, which options shall be for a term of ten years and shall provide that (except granted subject to the Stock Option Related Documents. Except as otherwise provided in this Agreement: athe Stock Option Related Documents, the options will vest in five (5) in equal installments on each of the event Employeefirst five (5) anniversaries of the Effective Date, subject to the Executive's service continued employment with the Company terminates Patheon Group until the relevant vesting dates. The subscription price for any reason except termination without Cause, death, Disability, or Retirement the shares under option will be the market price (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit AStock Option Plan) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with grant. All options granted to the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option Executive will expire at the close of business at Company headquarters on the date two months after ten (10) years from the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantgrant. (c) For so long as During the Company remains Executive's employment, at the discretion of the Board or its delegate, the Executive also will be eligible to receive additional options and other long-term incentives under the Stock Option Plan or any similar plan adopted by Patheon from time to time in the course of its periodic review of executive compensation arrangements. (d) Upon the occurrence of a public companyChange in Control, Company shall use commercially reasonable efforts to: (i) cause the any options to purchase restricted voting shares of Common Stock reserved for issuance to Employee pursuant Patheon then held by the Executive shall, to the Company's 2004 Omnibus Incentive Compensation Plan to extent provided in the applicable Stock Option Related Documents, become immediately vested and exercisable and remain exercisable for the remaining term of such option (which remaining term shall be included in a registration statement on Form S-8 (the "Registration Statement") relating determined without regard to the registration under Executive's termination of employment). (e) The Executive will be required to comply with the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards Stock Option Related Documents and the shares issuable pursuant terms of any share ownership guidelines of Patheon generally, as amended from time to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisetime.

Stock Options. (a) On At the date this Agreement Effective Time, each option granted by HBE under the terms of the Home Bancorp of Elgin, Inc. 1997 Stock Option Plan (the "HBE Option Plan") to purchase shares of HBE Common Stock which is executed, the Company outstanding and unexercised immediately prior thereto shall grant Employee options cease to represent a right to acquire 30,000 shares of Company HBE Common StockStock and shall be converted automatically into an option to purchase shares of SFS Common Stock in an amount and at an exercise price determined pursuant to paragraph (c) of this Section 1.5 (the "Converted Option"), pursuant and subject to the terms and conditions herein of the HBE Option Plan and the terms agreements evidencing grants of such options thereunder. (b) From and after the Effective Time, SFS shall assume any and all obligations of HBE under the HBE Option Plan, and the HBE Option Plan shall remain in effect. (i) The number of shares of SFS Common Stock to be subject to each Converted Option shall be equal to the product of the Company's 2004 Omnibus Incentive Compensation Plan number of shares of HBE Common Stock subject to the original option and the "HBE Exchange Ratio" (attached hereto as Exhibit "A"defined below). Such option , PROVIDED that any fractional shares of SFS Common Stock resulting from such multiplication shall be substantially in rounded up to the form set forth in nearest whole share; and (ii) the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of SFS Common Stock under the options Converted Option shall be equal to the closing exercise price per share of HBE Common Stock under the original option divided by the HBE Exchange Ratio, PROVIDED that such exercise price shall be rounded down to the nearest whole cent. The term "HBE Exchange Ratio" shall mean whichever of the Company Exchange Ratio or the Optional Exchange Ratio is implemented at the Effective Time for the exchange of HBE Common Stock on in accordance with Section 1.4 hereof. Notwithstanding the date approved by the Compensation Committee provisions of the Board of Directors. Options shall vest on Section 1.5(c)(i) and (ii) above, each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not Converted Option which is intended to be an "incentive stock options under option" shall be adjusted as required by Section 422 424 of the Internal Revenue Code of 1986 ("Code. (b) Each option granted under "), and the terms regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the 2004 Omnibus Incentive Compensation Plan Converted Option within the meaning of Section 424(h) of the Code, and all Converted Options shall be for a term of ten years and shall provide that (except adjusted, if necessary so as otherwise provided in this Agreement: a) in not to impair the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date eligibility of the Employee's termination without Cause or Retirement (Merger for "pooling-of-interests" accounting treatment. SFS and HBE agree to take all as defined in steps necessary to effect the 2004 Omnibus Incentive Compensation Plan - Exhibit Aforegoing provisions of this Section 1.5(c). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executedSubject to Section 4.1(f) hereof, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stockthe Employee, pursuant and subject to an Incentive Stock Option Plan to be adopted by the Company, ten year incentive stock options (qualified to the terms and conditions herein and the terms extent permitted by law) to purchase 3% of the Company's 2004 Omnibus Incentive Compensation Plan Common Stock outstanding on the date hereof, on a fully diluted basis (attached hereto as Exhibit after allocation of new options to management, employees, directors and consultants, and including issued and to-be-issued warrants) at an exercise price equal to $1.50 per share (the "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "BOptions"). The Options shall contain anti-dilution provisions that prevent dilution of the percentage of the Company's Common Stock which may be purchased by the Employee on exercise of the Options as a result of issuance of the Company's securities subsequent to the occurrence of the Equity Financing by the Company, and all additional options granted pursuant to such anti-dilution provisions shall be at the same exercise price per share as the original Options. Except as provided in clauses (b) and (c) hereof, 25% of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested immediately upon the granting thereof by the Company and exercisable at the end remainder shall vest ratably and daily over four (4) years from the date of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codegrant. (b) Each option granted under In the terms event of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years termination (as described in Article 5), and shall provide that (except as otherwise provided in this Agreement: aSection 4.1(c) and 4.1(d) hereof, all Options which have not vested as of the Termination Date shall cease vesting and shall be cancelled as of the Termination Date. All vested Options shall be cancelled ninety (90) days after the Termination Date except that, in the event Employee's service with of a termination pursuant to Section 5.2(b) or 5.4 hereof, the Company terminates exercise period for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire Options shall be extended at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date election of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in her sole discretion, for five (5) years following the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option GrantTermination Date. (c) For so long Upon the Employee's death or Disability (as the Company remains a public company, Company defined in Section 5.1 below) all Options shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved vest immediately and all Option rights provided for issuance to Employee pursuant under this Agreement shall transfer to the CompanyEmployee's 2004 Omnibus Incentive Compensation Plan to designated beneficiary. All Options shall be included cancelled ninety (90) days after the Employee's death or Disability, except that, at the election of the Employee's designated beneficiary in a registration statement on Form S-8 his or her sole discretion, the exercise period for the Options shall be extended for five (5) years following the "Registration Statement"Employee's death or Disability. (d) relating Notwithstanding anything to the registration under contrary in the Securities Act foregoing, in the event of 1933 (a termination of this Agreement in any of the "Act"cases identified in Section 5.2(b) or 5.4 hereof, all Options shall vest immediately upon such Termination Date. In addition, all Options shall vest immediately upon the consummation of no less than 3,750,000 shares any merger, consolidation, corporate reorganization or transfer of all or substantially all the assets of the Company's Common Stock, issuable pursuant whether or not the Employee continues as President and Chief Operating Officer of the surviving entity. (e) The Company may grant Employee options to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which purchase the Company's Common Stock in addition to the Options at such times and on such terms as may be decided from time to time by the Board of Directors, in its sole discretion. (f) Notwithstanding anything herein to the contrary, it is then listed or tradedunderstood and agreed that any grant of Options pursuant to this Article 4 is wholly contingent on the Company's obtaining shareholder approval subsequent to the date hereof for the adoption of such Incentive Stock Option Plan and to increase the number of shares of currently authorized Common Stock of the Company to such number so as to allow for the grant of the Options (the "Shareholder Consent"). The Company shall use its best efforts to create such Incentive Stock Option Plan within thirty (30) days of the date hereof, so long and to obtain the adoption and approval of the Board of Directors therefor as any soon as practicable thereafter, and the Company shall grant the Options remain outstanding and have to the Employee simultaneously with the closing of the Equity Financing; provided, however, that if the Equity Financing has not been exercised or terminated and for a period closed by February 15, 1996, the Options shall be granted promptly upon the written request of five years after exercisethe Employee. The Company shall use its best efforts to obtain the Shareholder Consent at the 1996 annual meeting of shareholders. In the event the Company is unable to obtain the Shareholder Consent, the Company shall use its best efforts to obtain the Shareholder Consent at the next succeeding annual meeting of shareholders.

Stock Options. Executive shall be awarded BLSI stock options under the Company's 1998 Omnibus Stock Option Plan for an aggregate amount of 750,000 shares of common stock, said options to be exercisable in accordance with the following vesting schedule: (ai) On Options to purchase 150,000 shares of common stock, at the current fair market value (on the date of employment) exercisable twelve (12) months following the Effective Date of this Agreement; (ii) Options to purchase 100,000 shares of common stock, at the current fair market value (unless restricted to a $2 exercise price by the terms of one specific private placement currently in negotiation) exercisable eighteen (18) months following the Effective Date of this Agreement; (iii) Options to purchase 100,000 shares of common stock, at an exercise price of $3 per share, exercisable twenty-four (24) months following the Effective Date of this Agreement; (iv) Options to purchase 200,000 shares of common stock, at an exercise price of $4 per share, exercisable thirty (30) months following the Effective Date of this Agreement; and (v) Options to purchase 200,000 shares of common stock, at an exercise price of $5 per share, exercisable thirty-six (36) months following the Effective Date of this Agreement. All unvested options shall expire coincident with the termination of Executive's employment for any reason. Provided, however, in the event Executive's employment hereunder is terminated within the first twelve (12) months following the Effective Date of this Agreement is executedfor reasons other than "Cause" as defined below, 150,000 of Executive's unvested options shall accelerate and become immediately exercisable, at fair market value, for a period of twenty-four (24) months from the date of termination. All additional vested options in accordance with the Company Stock Option Plan shall grant Employee remain exercisable for a period of ninety (90) days following the termination of Executive's employment hereunder for reasons other than "Cause" as defined below. In the event Executive's employment hereunder is terminated for "Cause," all options shall terminate immediately and Executive shall forfeit any option rights he may have to acquire 30,000 purchase shares of Company Common Stockcommon stock. Except as expressly provided herein, pursuant and all option shares will be subject to the terms and conditions herein and the terms of the Company's 2004 1998 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of Plan governing the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested timing and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be other requirements for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after their exercise.

Stock Options. (ai) On At the date this Agreement is executedEffective Time, each outstanding option to purchase PageNet Shares (a "PageNet Option") under PageNet Stock Plans, and which has not vested prior to the Effective Time, shall become fully exercisable and vested as of the Effective Time. At the Effective Time, each PageNet Option shall be converted to an option to acquire, on the same terms and conditions as were applicable under such PageNet Option, the Company shall grant Employee options to acquire 30,000 same number of shares of Company Arch Common StockStock as the holder of such PageNet Option would have been entitled to receive pursuant to the Merger had such holder exercised such PageNet Option in full immediately prior to the Effective Time (rounded down to the nearest whole number) (a "Substitute Option"), at an exercise price per share (rounded to the nearest whole cent) equal to: (y) the aggregate exercise price for PageNet Shares otherwise purchasable by such holder pursuant and to such PageNet Option; divided by (z) the number of full shares of Arch Common Stock deemed purchasable pursuant to such PageNet Option in accordance with the foregoing. (ii) Notwithstanding the foregoing provisions, in the case of any option to which Code Section 421 applies, the option price, the number of shares subject to such option, and the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such exercise of such option shall be substantially determined in order to comply with Code Section 424(a). As promptly as practicable after the Effective Time, Arch shall deliver to the participants in PageNet Stock Plans appropriate notices setting forth such participants' rights pursuant to the Substitute Options. (iii) With respect to each of the directors and officers of PageNet identified in Section 6.11(a)(iii) of the PageNet Disclosure Letter (each, a "Section 16 Person"), the full Board of Directors of PageNet shall approve the disposition by each such Section 16 Person of the PageNet equity securities (including derivative securities) set forth next to such Section 16 Person's name in Section 6.11(a)(iii) of the PageNet Disclosure Letter and the full Board of Directors of Arch shall approve the acquisition by each such Section 16 Person of the Arch equity securities (including derivative securities) set forth next to such Section 16 Person's name in Section 6.11(a)(iii) of the PageNet Disclosure Letter. Each such approval shall specify, in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share Section 6.11(a)(iii) of the options shall be PageNet Disclosure Letter, the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the material terms of the 2004 Omnibus Incentive Compensation Plan derivative securities and each such approval shall be specify that the approval is granted for a term purposes of ten years and shall provide that (except as otherwise provided in this Agreement: a) in exempting the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards transaction under Rule 16b-3 under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option GrantExchange Act. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (ai) On During the date this Agreement is executedTerm, the Company Executive shall grant Employee options be eligible to acquire 30,000 be granted Options at such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion; provided, that the Executive shall be granted such Options in accordance with the Company's customary past practice unless the Committee determines in its good faith discretion that the amount or timing of such Option grants shall be revised based upon the Executive's performance. (ii) In addition to any Options granted in accordance with subsection (i), as of July 1, 2003 the Executive shall be granted a non-qualified stock option (the "Retention Options") to purchase 222,222 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Stock Incentive Compensation Plan (and a written Retention Stock Option Agreement to be entered into by and between the Company and Executive as of the date hereof in substantially the form attached hereto as Exhibit "A"). Such option A. The Retention Options shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The have an exercise price equal to the fair market value per share of Common Stock as of July 1, 2003 and shall have a term of 10 years. The Retention Options shall become exercisable in two cumulative installments as follows: (A) the options first installment shall be the closing price consist of 30% of the Company shares of Common Stock on the date approved covered by the Compensation Committee of the Board of Directors. Retention Options and shall vest on each quarterly anniversary until fully become vested and exercisable at on July 1, 2007 and (B) the end second installment shall consist of 70% of the third anniversary shares of Common Stock covered by the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years Retention Options and shall provide that (become exercisable on July 1, 2008; provided, that, except as otherwise provided in this Agreement: a) Section 7 or in the Retention Stock Option Agreement, no portion of the Retention Options not then exercisable shall become exercisable following the Executive's termination of employment for any reason. In the event Employeeof the Executive's service with the Company terminates termination of employment for any reason except termination without other than for Cause, death, Disability, or Retirement the Retention Options to the extent then exercisable shall remain exercisable until the earlier of (all as defined x) the date provided in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause Retention Stock Option Agreement or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Ay). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 You will be granted an additional 15,000 option shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms pending approval of the Company's 2004 Omnibus Incentive Compensation Plan Board (attached hereto as Exhibit "A"). Such option which approval shall be substantially requested on or promptly following the Commencement Date, but in no event later than the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share next meeting of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors) pursuant to an Option Agreement as defined in the Employer’s 2016 Equity Incentive Plan (the “Option Plan”). Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except Except as otherwise provided in this the Option Agreement, the number of Option Shares that are vested (disregarding any resulting fractional share) as of any date shall be determined as follows: a(i) no Option Shares will be vested prior to the Vesting Commencement Date (it being understood that the Vesting Commencement Date shall be the same as the Commencement Date); (ii) twenty-five percent (25%) of the Option Shares will be vested and exercisable upon the one (1) year anniversary of the Vesting Commencement Date, and (iii) the remaining Option Shares will vest and become exercisable in a series of twelve (12) equal installments occurring every three (3) months following, and measured from, the one (1) year anniversary of the Vesting Commencement Date, such that 100% of the Option Shares will be vested and exercisable upon the fourth (4th) anniversary of the Vesting Commencement Date; provided, however, that there has not been a Termination of Service as of each such date. In no event will the Option become exercisable for any additional Option Shares after a Termination of Service. In addition, in the event Employee's service with the Company terminates for any reason except termination without Causethat, death, Disability, or Retirement within twelve (all 12) months following a Change in Control (as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion Option Plan), there is an Involuntary Termination of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement Service (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit AOption Plan), then any Option Shares that remain unvested as of such termination date will vest as of such termination date, subject to the provisions of, and as more fully described in, the Stock Option Grant Notice. Additional options may be granted to Employee in At future dates after the Commencement Date, at the discretion of the Company. The Company shall grant Employee Board, additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stockgrants may be made. The total options granted Any undefined terms herein shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long be as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions defined in the United States as may Option Plan. All other aspects of these shares will be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on in accordance with the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisestandard Option Plan.

Stock Options. (a) On The Executive shall be granted options ("Stock Options") to purchase five percent (5%) of the date total outstanding shares of Common Stock of the Company after the Financial Closing on a fully diluted basis, including in this Agreement is executedcomputation any rights offered by the Company subsequent to the Financial Closing. During the term of this Agreement, the Executive shall be eligible to be granted additional Stock Options to purchase Common Stock of the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant under (and therefore subject to the all terms and conditions herein of) the Company's Omnibus Stock Plan and any successor plan thereto (the terms "Stock Option Plan") and all rules of regulation of the Securities and Exchange Commission applicable to stock option plans then in effect. The Stock Option Plan will provide for the granting to management personnel of the Company's 2004 Omnibus Incentive Compensation Plan , including the Executive, of options to purchase an aggregate of twelve percent (attached hereto 12%) of the issued and outstanding shares of Common Stock of the Company, determined as Exhibit "A"). Such option of the Financial Closing. (b) The Stock Options granted to the Executive shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto granted as Exhibit "B"). The exercise price per share of the options shall Commencement Date and have the following vesting schedule: (i) one third (1/3) will be exercisable on the closing price first anniversary of the Company Common Stock date of grant; (ii) one third (1/3) will be exercisable on the date approved by the Compensation Committee second anniversary of the Board date of Directors. Options shall vest grant; and (iii) one third (1/3) will be exercisable on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quartergrant. The options Notwithstanding the foregoing, any and all Stock Options granted to Employee under the 2004 Omnibus Incentive Compensation Plan Executive shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years become immediately vested and shall provide that (except as otherwise provided in this Agreement: a) fully exercisable in the event Employee's service with of a Change in Control of the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in Section 5.6 herein). The Stock Options granted as of the 2004 Omnibus Incentive Compensation Plan - Exhibit A) Commencement Date shall be granted with an option price equal to the vested portion of each option will expire price at which the Common Stock is sold by the Company at the close Financial Closing. The Stock Options shall be granted as Incentive Stock Options within the meaning of business at Company headquarters Section 422(b) of the Code, if and to the extent they do not exceed the limits under Section 422(d) of the Code and provided that the option price as determined in the preceding sentence is not less than the fair market value of the Common Stock on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option GrantCommencement Date. (c) For so long as The Stock Options granted to the Company remains a public company, Company Executive shall use commercially reasonable efforts toterminate on the earliest of: (i) cause three (3) months after the shares of Common Stock reserved date on which the Executive's employment with the Company is terminated for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included any reason other than for Cause (as defined in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common StockSection 5.1 herein), issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plandeath or disability; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions immediately in the United States as may be applicableevent that the Executive's employment with the Company is terminated for Cause; (iii) twelve (12) months after the date on which the Executive's employment with the Company is terminated due to death, retirement or disability; and (iiiiv) to maintain a current prospectus and to cause such Common Stock to be listed on ten (10) years from the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period date of five years after exercisegrant.

Stock Options. Except as provided in this paragraph 4, your interest in and rights in your Vested Stock Options (aas defined and set forth in Exhibit A) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant be governed by and be subject to the all conditions, terms and conditions herein and the terms of restrictions contained in the Company's 2004 Omnibus Incentive Compensation Plan 1993 Stock Option Plan, as amended from time to time ("the Plan"), and the option letter agreements dated April 25, 1997 (denoted as Exhibits A-1, A-2 and B to your Employment Agreement dated April 25, 1997, a ▇▇▇▇ ▇▇ which is attached hereto as Exhibit B (the "AEmployment Agreement"). Such ), the option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant letter agreement dated August 28, 1998 (a copy of which is attached hereto as Exhibit "B"C) and the option letter agreement dated March 1, 2000 (a copy of which is attached hereto as Exhibit D). The exercise price per share Your rights with respect to your Stock Options shall be fixed as of your Termination Date and pursuant to this Agreement. With respect to the option letter agreements dated April 25, 1997 and denoted as Exhibits A-1 and A-2 to your Employment Agreement, all 250,000 options shall be deemed vested as of your Termination Date and you shall be entitled to exercise those options on or before February 15, 2003. With respect to the closing price option letter agreement dated April 25, 1997 and denoted as Exhibit B to your Employment Agreement, 60,000 options shall be deemed vested as of your Termination Date and you shall be entitled to exercise those 60,000 options on or before February 15, 2003, and the 90,000 options that would have been unvested as of your Termination Date shall be accelerated and deemed to have become fully vested as of your Termination Date and you shall be entitled to exercise those 90,000 options on or before February 15, 2005. With respect to the option letter agreement dated August 28, 1998, you shall be entitled to exercise, at your election, some or all of the 105,000 options that are vested as of your Termination Date on a cashless basis (defined below) on the later of either: (a) your Termination Date; or (b) within five (5) business days following the expiration of the Revocation Period defined in paragraph 11. For purposes of this Agreement, the term "Cashless Basis" shall mean that in lieu of exercising some or all of your 105,000 vested stock options for cash, you shall be entitled to receive up to a total number of shares of common stock of the Company Common Stock on computed using the date approved by following formulas: X = 35,000 (A - $1.2375) ; and -------------------- A X = 35,000 (A - $2.125) ; and ------------------- A X = 35,000 (A - $3.125) ------------------- A where X equals the Compensation Committee number of the Board shares of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory common stock options that are not intended to be incentive issued to you and A equals the fair market value of one share of common stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination exercise. In addition, you may elect to have the Company withhold from the total number of Employee's service with shares due under the above formulas a number of shares having a fair market value equal to the minimum amount necessary to satisfy the Company; 's aggregate federal, state, local and b) if Employee's service with foreign tax withholding and FICA and FUTA obligations due as a result of a Cashless Basis exercise. With respect to the Company terminates due option letter agreement dated March 1, 2000, you shall be entitled to termination without Cause exercise the 60,000 options that are vested as of your Termination Date on or Retirementbefore February 15, 2005. You acknowledge and agree that you shall forfeit any right to those 30,000 unvested stock options under the vested portion option letter agreement dated March 1, 2000, as shown in Exhibit A hereto. You acknowledge and agree that there has been no change of each option will expire control at the close any time up to and including your Termination Date and that you shall have no rights to accelerated vesting or otherwise upon any change of business at Company headquarters on the date two months control occurring after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Companyyour Termination Date. The Company shall grant Employee additional option awards under agrees to take any action necessary to effectuate the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount terms of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantthis paragraph 4. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On The Executive shall receive two stock options (the date this Agreement is executed, the Company shall grant Employee options “Stock Options”): (a) a stock option to acquire 30,000 purchase Nine Hundred Thousand (900,000) shares of Company Common Stockcommon stock of the Company, pursuant which will be granted under, and shall be subject to the terms and conditions herein of, the Company’s 2001 Stock Incentive Plan (the “2001 Plan”) and the terms (b) a stock option to purchase Four Hundred Fifty Thousand (450,000) shares of common stock of the Company's 2004 Omnibus Incentive Compensation , which will be granted as a stand-alone award outside of the Company’s equity incentive plans but will be nevertheless governed by the terms and conditions of the 2001 Plan (attached hereto as Exhibit "A")though they were granted under the 2001 Plan. Such option The Stock Options shall be substantially have an exercise price equal to the closing price for shares of common stock of the Company as reported on the OTC Bulletin Board on December 11, 2007, the date on which the Board of Directors awarded the Stock Options subject to the execution of this Agreement by the Company and the Executive. The Stock Options shall have a term of 10 years, shall become exercisable in three equal annual installments beginning on the first anniversary of the Effective Date, and shall otherwise contain such terms and conditions consistent with the terms and conditions of options regularly granted to senior executives of the Company. The Stock Options shall become exercisable in full in the form event that a Change in Control of the Company occurs (except with respect to any portion of such stock options that have been exercised, forfeited or terminated prior to the date of the Change in Control), provided that all such Stock Options (including the portion accelerated upon a Change of Control) must be exercised within the time periods set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of applicable stock option agreement and the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code2001 Plan. (b) Each Notwithstanding anything to the contrary contained in the Severance Agreement dated September 17, 2003 between the Company and the Executive, as amended by letter agreement dated December 14, 2006, a copy of which is attached hereto as Appendix A (the “Severance Agreement”) or in the applicable stock option award agreements, all stock options previously granted under to the terms Executive that are outstanding as of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall date hereof, as more specifically set forth on Exhibit B attached hereto, are hereby amended to provide (i) that (except as otherwise provided such options will immediately become exercisable in this Agreement: a) full in the event Employee's service with that a Change in Control of the Company terminates for occurs (except with respect to any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due such stock options that have been exercised, forfeited or terminated prior to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined Change in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (cControl) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; and (ii) cause that, notwithstanding the foregoing, all such awards stock options (including the portion accelerated upon a Change of Control) must be exercised within the time periods set forth in the applicable stock option agreement and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise2001 Plan.

Stock Options. (a) On As of the Execution Date, pursuant to the General Nutrition Centers Holding Company (presently known as GNC Corporation) 2003 Omnibus Stock Incentive Plan (the “Plan”), the Executive shall be granted one or more options to purchase a total of 150,000 shares of Common Stock with a per share exercise price equal to $6.00 per share, which has been determined to be no less than the fair market value per share on the date this Agreement is executedof grant (the “Option”), for the Executive’s service as Chairman of the Board of GNC and the Company. The Option shall have a term of seven (7) years from the date of grant. The Option shall be an “incentive stock option” to the maximum extent permitted under applicable law and to the extent that the Option does not qualify as an “incentive stock option,” it shall constitute or be granted as a separate non-qualified stock option. The Option shall become vested and exercisable immediately with respect to 50% of the shares subject to the Option and the remaining 50% shall vest and become exercisable on the first anniversary of the Execution Date, subject to Executive’s continued employment as Chairman of the Board; provided, however, that in the event of the Executive’s death or “Total Disability” (as defined in Section 4.2(b) hereof), any unvested portion of the Option shall immediately vest and become exercisable. If the Executive should no longer be employed as Chairman of the Board, but continues service as a director of GNC and/or the Company, the Company option shall grant Employee options not terminate within 90 days as currently provided with respect to acquire 30,000 shares incentive stock options, and shall continue to be exercisable to the extent vested; provided, however, that following 90 days after the termination of Company Common Stockemployment, pursuant and any portion of the Option that is an incentive stock option, to the extent not previously exercised, shall automatically convert into a non-qualified stock option. Except as otherwise provided herein, the Option shall be subject to the terms and conditions herein of the Plan and the terms form of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price agreement applicable for other senior executives of the Company Common Stock on the date approved by the Compensation Committee Administrator of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code(as defined therein). (b) Each option granted under Subject to Section 4 below and the terms approval of the 2004 Omnibus Incentive Compensation Plan Committee and the GNC Compensation Committee, or other Administrator of the Plan, the Executive shall be for a term of ten years eligible to participate in and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option future awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option GrantPlan. (c) For so long as In the Company remains a public company, Company shall use commercially reasonable efforts to: event of (i) cause the shares Executive’s death or “Total Disability” (as defined in Section 4.2(b) hereof) or (ii) a Change of Common Stock reserved for issuance to Employee Control (as defined in Exhibit A attached hereto), all of the Executive’s stock options granted pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to shall vest in full and become immediately exercisable, but in no event shall such options be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseexercisable following their expiration date.

Stock Options. (a) On The Company hereby grants to Executive as of the date of this Agreement a nonqualified stock option (the "Option") to purchase 20,000 shares of the Company's common stock (the "Shares") at the market price per share as of the close of business on the date on which this Agreement is executed, which Option shall become exercisable so long as Executive is an employee of the Company. The number of Shares with respect to which the Option may be exercised shall be cumulative so that if the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which the Option shall then be exercisable along with any other Shares as to which the Option may become exercisable. The Option shall be exercisable following the termination of the Executive's employment with the Company shall grant Employee options to acquire 30,000 shares for other than Cause as defined in Section 12 hereof, for a period of Company Common Stockninety (90) days from the date of such termination, pursuant and subject to the terms and conditions herein and extent the terms Option was exercisable as of the date of such termination. The Option shall be exercisable following the termination of the Executive's employment with the Company for Cause as defined in Section 12 hereof, for a period of forty-eight (48) hours from the date of such termination, to the extent the Option was exercisable as of the date of such termination. (b) The Company shall further grant to Executive on each anniversary date of this Agreement a nonqualified stock option (the "Option") to purchase an additional 5,000 shares of the Company's 2004 Omnibus Incentive Compensation Plan common stock (attached hereto as Exhibit the "AShares"). Such option shall be substantially in ) at the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise market price per share as of the close of business on the immediately preceding August 31 or as of the end of the fiscal year if not August 31, which Option shall become exercisable so long as Executive is an employee of the Company, and Company remains a public company, in the manner described in Section 5(a) above. (c) The options described in (a) and (b) above are not transferable to any third party by the Executive except to a revocable living trust established by the Executive of which the Executive is a trustee and the primary beneficiary. The options may be exercised only to purchase whole shares. No fractional shares will be issued upon exercise of the options. The options shall be the closing price of exercised and payment made to the Company Common Stock on the date approved in accordance with procedures provided by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The Company. (d) All stock options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended Executive prior to be incentive stock options under Section 422 of the Internal Revenue Codethis Agreement remain in effect consistent with their granted terms. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executedhereof ("Grant Date"), the Company shall Employer will grant Employee to Executive incentive and non-statutory stock options ("New Options"), under a stock option plan of Employer, to acquire 30,000 purchase Two Hundred Thousand (200,000) shares of Company Employer's Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the such options shall be the closing price fair market value of Employer's Common Stock at the close of the Company Common Stock market on the date approved by the Compensation Committee of the Board of DirectorsGrant Date. Such options shall vest and become exercisable as follows: (a) One Hundred Thousand (100,000) New Options shall irrevocably vest and become exercisable on June 30, 2004, and One Hundred Thousand (100,000) New Options shall irrevocably vest and become exercisable on June 30, 2005 (each of such dates an "Annual Vesting Date"), subject to Executive's continued employment on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quartervesting date. The options granted to Employee under New Options shall expire ten (10) years after the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue CodeGrant Date. (b) Each option granted under The Old Option Agreement provides that options for 90,000 shares of Common Stock will vest on each of August 25, 2001, August 25, 2002 and August 25, 2003 (each, an "Old Option Vesting Date"), subject to the terms of such agreement. If Executive's employment is terminated by Employer without "Cause" (defined below) between the 2004 Omnibus Incentive Compensation Plan Commencement Date and August 25, 2003, any unvested Old Options as of the Date of Termination (defined below) which would have vested at the next Old Option Vesting Date shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) vest in the event Employee's service with proportion that the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined number of completed months in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) current Contract Year bears to the vested portion full Contract Year; provided, however, that if the Date of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or RetirementTermination is after June 23, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (2003, all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company Old Options shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantvest. (c) For so long If during either of the twelve month periods ending June 30, 2004 or 2005 Executive's employment is terminated without Cause, any unvested New Options as of the Company remains a public company, Company Date of Termination which would have vested at the next Annual Vesting Date shall use commercially reasonable efforts to: vest in the proportion that the number of complete months from the beginning of such twelve month period bears to the full twelve month period. (id) cause the shares of Common Stock reserved If Executive's employment is terminated by Executive for issuance to Employee "Good Reason" (defined below) pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 Section 5.1(a) (the "Registration Statement"ii), (iii), (iv), (v) relating to the registration under the Securities Act of 1933 or (the "Act") of no less than 3,750,000 shares vi), any unvested New Options or Old Options as of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws Date of California and such other jurisdictions Termination shall immediately vest in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisefull.

Stock Options. (a) On the date this Agreement is executedof employment, Employee shall be granted a nonqualified stock option pursuant to Employer s Amended and Restated 1994 Equity Participation Plan (the Company shall grant Employee options "Plan") to acquire 30,000 purchase 100,000 shares of Company common stock in Strouds, Inc. (the "Common Stock, pursuant and subject ") with an exercise price equal to the terms and conditions herein and the terms fair market value of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on such date. In addition, on the date approved by of employment, Employee shall be granted a nonqualified stock option under the Compensation Committee Plan to purchase an additional 200,000 shares of the Board Common Stock with an exercise price equal to the fair market value of Directors. Options shall vest the Common Stock on each quarterly anniversary until fully vested and exercisable such date subject to approval of an amendment to Employer s Plan to be presented to Employer s shareholders at the end of the third anniversary of 1998 annual meeting allowing for the grant date at a rate of 8.33% per quarter. The such additional options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue CodePlan. (b) Each option granted under the terms In recognition of the 2004 Omnibus Incentive Compensation Plan significant contribution made to the financial performance of Strouds, Inc. by Employee during the 1997 fiscal year, Employee shall be for granted a term nonqualified stock option pursuant to the Plan to purchase 100,000 shares of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters common stock on the date that Employee receives the bonus described in paragraph 7 (a). (i) At the conclusion of termination the 1998 fiscal year, employee shall be granted, subject to the provisions of Employee's service with Paragraph 8 (f), a nonqualified stock option under the Company; and bPlan to purchase 50,000 shares of Common Stock. (ii) If employee receives a $97,500 cash bonus for fiscal year 1998, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the (iii) If Employee receives a cash bonus of $195,000 for fiscal year 1998, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 175,000 shares of the Common Stock in addition to the 50,000 shares set forth in Paragraph (8)(c)(i). (iv) In the event Strouds, Inc. does not achieve the established goal for the 1998 fiscal year, the Board of Directors may nonetheless grant additional stock options under the Plan (up to a maximum of 50,000 shares in addition to the shares granted in Paragraph 8(c)(i)) if Employee's service with it determines, in its sole discretion, that it is nonetheless appropriate to make such grant upon review of all of the Company terminates due circumstances leading to termination without Cause or Retirementthe fiscal result for the year and the margin by which the goal was not attained. In no event will Employee receive an option to purchase more than 225,000 shares, as described in Paragraph 8(c)(iii). (i) At the conclusion of the 1999 fiscal year, employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 50,000 shares of Common Stock. (ii) If employee receives a $106,250.00 cash bonus for fiscal year 1999, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 125,000 shares of the Common Stock in addition to the 50,000 shares set forth in Paragraph 8(c)(i). (iii) If Employee receives a cash bonus of $212,500.00 for fiscal year 1999, at the time of payment of the cash bonus, Employee shall be granted, subject to the provisions of Paragraph 8 (f), a nonqualified stock option under the Plan to purchase 175,000 shares of the Common Stock in addition to the 50,000 shares set forth in Paragraph (8)(c)(i). (iv) In the event Strouds, Inc. does not achieve the established goal for the 1999 fiscal year, the vested portion Board of each Directors may nonetheless grant additional stock options under the Plan (up to a maximum of 50,000 shares in addition to the shares granted in Paragraph 8(c)(i)) if it determines, in its sole discretion, that it is nonetheless appropriate to make such grant upon review of all of the circumstances leading to the fiscal result for the year and the margin by which the goal was not attained. In no event will Employee receive an option will expire to purchase more than 225,000 shares, as described in Paragraph 8(c)(iii). (e) All options granted pursuant to the above provision shall vest at the close rate of business at Company headquarters 25% per year on the each anniversary date two months after of the date of the Employee's termination without Cause or Retirement grant of such options, as long as Employee remains employed by Strouds on the anniversary date of the granting of such options. If Employee is terminated pursuant to paragraph 15(g), any options which have been granted to Employee shall vest immediately, except to the extent prohibited by the Plan. (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional f) If stock options may would otherwise be granted to Employee in the discretion under any of the Companyprovisions of either paragraph 8(c) or paragraph 8 (d), the Board of Directors may elect to provide a lump sum cash payment in lieu of the stock options. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum dollar amount of the lump sum cash payment shall be established by the Board of Directors based on its good faith determination as to the value of the stock options that would have otherwise been granted, taking into consideration all of the circumstances existing at the time, including, but not limited to, the fact that the options, if granted, would not have vested immediately, but would have been subject to purchase 10,000 shares of Common Stocka vesting schedule. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive determination of the initial 30,000 Share Option Grant. (c) For so long Board of Directors as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares value of the Company's Common Stockoptions and, issuable pursuant to hence, the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards amount of the cash payment, shall be final and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed binding on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseall parties.

Stock Options. (a) On the date this Agreement is executed, the Company shall HSW International will grant Employee to you options to acquire 30,000 225,000 shares of Company Common StockHSW International’s common stock (the “Options”) in accordance with the Company’s 2006 Equity Incentive Plan (the “Incentive Plan”). The Options represent the entirety of the stock-based compensation that you will receive during the Term. You acknowledge that the grant date for the Options is anticipated to be approximately one week following the Company’s public disclosure of its anticipated entrance into a transaction agreement with ShareCare, pursuant and subject to Inc. Unless otherwise defined herein, capitalized terms used in this sub-Section have the meanings assigned such terms in the Incentive Plan. The Award Agreement will reflect HSW International’s standard terms and conditions herein and the terms for stock option grants except as follows: (i) The Options shall have an exercise price equal to 100% of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters Fair Market Value on the date of termination the Award. (ii) Twenty-five thousand shares of Employee's service with the Company; Options shall become immediately vested upon the Commencement date, and b) 1/36th of the remainder shall become fully vested on each monthly anniversary of the Commencement Date for the Term. Except as provided elsewhere in this Letter Agreement, vesting shall occur at the times indicated only if Employee's service with you remain an employee of the Company terminates due to termination without Cause or Retirementand this Letter Agreement is then in effect. (iii) If either party should terminate your employment and this Letter Agreement for any reason, then all un-vested Options shall terminate with such termination. (iv) The term of the vested portion of each option Option will expire at the close of business at Company headquarters on the date two months after be ten years from the date of the Employee's termination without Cause or Retirement Award Agreement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A“Option Term”). Additional options . (v) Options that are vested shall be irrevocable and may be granted to Employee exercised in whole or in part, by you, your heirs or estate, for the discretion full remaining Option Term so long as you remain an employee of the Company. The Company Otherwise, all Options held by you shall grant Employee additional option awards under terminate and no longer be exercisable one year from the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount termination of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantyour employment with HSW International for any reason. (cvi) For so long If a Change in Control (as defined below) should occur during the Company remains a public companyTerm, Company then all un-vested Options shall use commercially reasonable efforts tobecome fully vested as of the date of said Change in Control. “Change of Control” means any of the following: (ia) cause a merger or consolidation of HSW International into or with any other person or persons, or a transfer of equity interests in a single transaction or a related series of transactions, in which in any case the shares equity holders of Common Stock reserved for issuance HSW International immediately prior to Employee such merger, consolidation, sale, exchange, conveyance or other disposition or first of such series of transactions possess less than a majority of the voting power of Employer’s or any successor entity’s issued and outstanding equity securities immediately after such transaction or series of such transactions; or (b) a single transaction or related series of transactions, pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in which a registration statement person or persons acquire all or substantially all of HSW International’s assets determined on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseconsolidated basis.

Stock Options. A. Executive is hereby granted non- --------------- qualified options to acquire up to 875 shares of the common stock of Parent at a price of $1,000 per share (the Options). Common stock of Parent is referred to herein as Shares. The Options will be exercisable by payment of the exercise price in cash or Shares owned by the Executive (at fair market value). The Options shall have the following terms and provisions: (a) On Term of ten (10) years from the date this Agreement is executedhereof; provided, -------- however, that in the event of termination of employment of the ------- Employee for any reason whatsoever, the Company Options will terminate unless exercised within 60 days following the date on which termination occurs. (b) Vesting in equal monthly increments over three (3) years, commencing with the month of July, 1994. All Options shall grant become immediately vested upon the occurrence of any of the following: termination of Executive s employment without Cause; Change of control (as herein defined) of Parent; sale of equity securities of Parent in a public offering; sale by Parent of substantially all the assets or stock of Subsidiary; or death of Executive during his employment hereunder or disability of Executive resulting in termination of his employment with Employer. On June 30, 1994, Parent and its stockholders have executed a Shareholders Agreement (the Shareholders Agreement ). All Shares issuable upon the exercise of the Options shall be subject to the terms of the Shareholders Agreement. The Options are personal to the Employee and are non-transferable, except that upon the Employee s death, the Options shall be transferable to his personal representative. Upon a cash exercise of the Options (in full or in part), Employer will lend to Executive (the Option Loan ) an amount equal to the exercise price of the Options (or the portion thereof actually exercised). Such Option Loan shall be repayable upon the he third anniversary of the date of advance. Interest on the unpaid principal balance thereof shall accrue at a fixed rate equal to the Prime Rate charged by PNC at the time of exercise of the Option plus two (2%), payable upon maturity. Such Option Loan will be collateralized by a pledge of the Shares acquired pursuant to the subject exercise of the Options. The recourse of the Employer to collect the Option Loan, and any interest accrued thereon, shall be limited to such pledged Shares and Employer shall have no further recourse against Executive in order to collect any such amounts. In the event that Employer forecloses upon the collateral, Executive shall retain the benefit of the amount by which the value of the collateral exceeds the principal and interest due on the Option Loan. If after exercise of the Options Parent shall exercise a right, or have an obligation, under the Shareholders Agreement, to purchase the Shares which were subject to the Option, the principal amount of the Option Loan, and all accrued interest thereon, shall be offset against the purchase price of said Shares, with such offset being applied against installments on account of the purchase price coming due under the Shareholders Agreement in the order of maturity. B. In addition to the Option, Executive is hereby granted additional options (the Additional Options ) to acquire 30,000 up to 375 shares of Company Common Stockthe common stock of Parent at an exercise price as described below. The term of the Additional Options shall be ten (10) years from June 30, 1994; provided, however, that if a Liquidity Event (as -------- ------- herein defined) shall not theretofore have occurred, the term of the Additional Options shall automatically be extended for an additional ten years. The Additional Options are personal to the Employee and are non-transferable, except that upon the Employee s death, the Additional Options shall be transferable to his personal representative. The initial exercise price of the Additional Options was $1,000 per share. On each of June 30, 1995 and June 30, 1996 the exercise price increased by 40%. On each of June 30, 1997 and June 30, 1998, the exercise price shall increase by 40% over the exercise price applicable for the prior year. From and after the fifth anniversary date, the exercise price shall be $5,000 per share. The Additional Options will be exercisable by payment of the exercise price in cash or common stock of Parent (at fair market value). The Additional Options are immediately vested. However, the Additional Options are exercisable only (i) in the event of a Change of control or Holdings shall make an initial public offering of its shares of common stock (each, a Liquidity Event ), and (ii) if, at the time of occurrence of such Liquidity Event, the Executive s employment with the Employer shall not have ben terminated by reason of his resignation (other than a resignation pursuant to Section 9(e)) or discharge for Cause. The Shares subject to the Additional Options shall not be subject to the Shareholders Agreement. C. In addition to the Option and the Additional Shares, Executive is hereby granted supplemental options (the Supplemental Options ) to acquire up to 840 shares of the common stock of the --- Parent at an exercise price of $1,600 per share. Further, the Supplemental Options shall be exercisable only in the event that at the time of exercise, Weiss, Peck and Green realized an internal rate of return of 35% ▇▇ ▇re▇▇▇▇ on its equity investment in Imployer. The Supplemental Options shall otherwise be subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto Options as Exhibit "A"). Such option shall be substantially in the form set forth in this paragraph 6. D. During the Non-Qualified Stock Option Grant three year period commencing on June 30, 1994, with the concurrence of the Employee and Jeffrey Weiss (attached hereto as Exhibit "B"which shall not unreasonably be withheld), Hold▇▇▇▇ ▇▇▇ ▇▇▇▇t options to acquire up to 1,200 Shares to persons who, at the time of grant, are employees of the Employer or one of its subsidiaries (the Employee Options ). The exercise price per share Employee Options shall be in substantially the same form and shall contain substantially the same terms as the Options and the Additional Options, and shall be issued in the same proportion to each such employee as the Options and Additional Options are granted hereunder to the Executive. Each grant of an Employee Option shall result in a reduction of the options shall be number of Shares subject to the closing price Option and the Additional Option in an amount equal to 17.5% and 7.5%, respectively, of the Company Common Stock number of Shares subject to such Employee Option. In addition, to the extend fewer than Employee Options covering fewer than 1,200 Shares have been issued on or prior to the date approved by third anniversary of June 30, 1994, the Compensation Committee number of Shares subject to the Option and the Additional Option shall, effective as of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of day following the third anniversary of the grant date at a rate of 8.33% per quarterhereof, be further reduced by the Reduction Amount (as herein defined). The options Reduction Amount shall be an amount determined by subtracting from 1,200 the number of Shares subject to Employee Options actually granted, and multiplying the resulting number by 12.5%. The Reduction Amount shall be allocated 70% to the Options and 30% to the Additional Options. It is understood that, pursuant to as Subscription Agreement of June 30, 1994, Holdings has granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. W.G. Corporate Development Associates IV (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without CauseOverseas), death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of Ltd. options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during Shares in an amount equal, in the Contract Termaggregate, inclusive to 50% of the initial 30,000 Share Option GrantReduction Amount. For the purposes of this paragraph D, Employee Options which are granted but subsequently forfeited (regardless of when forfeited) shall be deemed not to have been granted. E. Holdings agrees that it will not claim a deduction for federal income tax purposes resulting from the grant (cbut not the exercise) For so long of the Options and the Additional Options to the Executive. F. The exercise price, and the number of shares subject to the Options and the Additional Options, are subject to equitable adjustment to take into account stock dividends, stock splits, recapitalizations and other dilutive events, all as reasonably determined in good faith by the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares s board of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisedirectors.

Stock Options. (ai) On During the date this Agreement is executedTerm, the Company Executive shall grant Employee options be eligible to acquire 30,000 be granted Options at such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion; provided, that the Executive shall be granted such Options in accordance with the Company's customary past practice unless the Committee determines in its good faith discretion that the amount or timing of such Option grants shall be revised based upon the Executive's performance. (ii) In addition to any Options granted in accordance with subsection (i), as of July 1, 2003 the Executive shall be granted a non-qualified stock option (the "Retention Options") to purchase 200,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Stock Incentive Compensation Plan (and a written Retention Stock Option Agreement to be entered into by and between the Company and Executive as of the date hereof in substantially the form attached hereto as Exhibit A (the "A"). Such option shall be substantially in the form set forth in the Non-Qualified Retention Stock Option Grant (attached hereto as Exhibit "BAgreement"). The Retention Options shall have an exercise price equal to the fair market value per share of Common Stock as of July 1, 2003 and shall have a term of 10 years. The Retention Options shall become exercisable in three cumulative installments as follows: (A) the options first installment shall be the closing price consist of 25% of the Company shares of Common Stock on the date approved covered by the Compensation Committee of the Board of Directors. Retention Options and shall vest on each quarterly anniversary until fully become vested and exercisable at on July 1, 2006; (B) the end second installment shall consist of 25% of the shares of Common Stock covered by the Retention Options and shall become vested and exercisable on July 1, 2007; and (C) the third anniversary installment shall consist of 50% of the grant date at a rate shares of 8.33% per quarter. The options granted to Employee under Common Stock covered by the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years Retention Options and shall provide that (become exercisable on July 1, 2008; provided, that, except as otherwise provided in this Agreement: a) Section 7 or in the Retention Stock Option Agreement, no portion of the Retention Options not then exercisable shall become exercisable following the Executive's termination of employment for any reason. In the event Employeeof the Executive's service with the Company terminates termination of employment for any reason except termination without other than for Cause, death, Disability, or Retirement the Retention Options to the extent then exercisable shall remain exercisable until the earlier of (all as defined x) the date provided in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause Retention Stock Option Agreement or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Ay). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (ai) On During the date this Agreement is executedTerm, the Company Executive shall grant Employee options be eligible to acquire 30,000 shares of Company Common Stockbe granted Options at such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion; provided, pursuant and subject to that the terms and conditions herein and the terms of Executive shall be granted such Options in accordance with the Company's 2004 Omnibus customary past practice unless the Committee determines in its good faith discretion that the amount or timing of such Option grants shall be revised based upon the Executive's performance. (ii) In addition to any Options granted in accordance with subsection (i), as of the Effective Date the Executive shall be granted a non-qualified stock option (the "Retention Options") to purchase 252,658 shares of Common Stock pursuant to either or both of the Stock Incentive Compensation Plan (Plans, which Retention Option shall be evidenced by one or more written Retention Stock Option Agreements to be entered into by and between the Company and Executive as of the date hereof, each in substantially the form attached hereto as Exhibit "A"). Such option B. The Retention Options shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The have an exercise price equal to the fair market value per share of the options shall be the closing price Common Stock as of the Company Effective Date and shall have a term of 10 years. The Retention Options shall become exercisable in three cumulative installments as follows: (A) the first installment shall consist of 20% of the shares of Common Stock on the date approved covered by the Compensation Committee of the Board of Directors. Retention Options and shall vest on each quarterly anniversary until fully become vested and exercisable at on June 30, 2008, (B) the end second installment shall consist of 20% of the shares of Common Stock covered by the Retention Options and shall become vested and exercisable on June 30, 2009 and (C) the third anniversary installment shall consist of 60% of the grant date at a rate shares of 8.33% per quarter. The options granted to Employee under Common Stock covered by the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years Retention Options and shall provide that (become exercisable on June 30, 2010; provided, that, except as otherwise provided in this Agreement: a) Section 7 or in the Retention Stock Option Agreement, no portion of the Retention Options not then exercisable shall become exercisable following the Executive's termination of employment for any reason. In the event Employeeof the Executive's service with the Company terminates termination of employment for any reason except termination without other than for Cause, death, Disability, the Retention Options to the extent then exercisable shall remain exercisable until the earlier of (x) the date provided in the Retention Stock Option Agreement or Retirement (all y) the tenth anniversary of the Effective Date. The Company and the Executive acknowledge and agree that the Retention Options shall not provide for the grant of any "Restoration Options" as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus 2000 Stock Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (ai) On In addition to the date this Agreement foregoing compensation, Employee is executed, hereby granted non-qualified options under the Company's Amended 1994 Stock Option Plan (the "Plan") to purchase up to 150,000 shares of the common stock of the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to upon the following terms and conditions (such options are referred to herein and as the "Stock Options"). Subject to the vesting requirements set forth herein, the Stock Options shall be exercisable as to each tranche of shares through the day immediately preceding the fifth (5th) anniversary of the vesting date for such tranche. The exercise price of the Stock Options will be 85% of the last reported sale price of the common stock on January 2, 1998, the date of grant as determined pursuant to the terms of the Plan. The Stock Options will vest on an "earn out" basis, that is 37,500 Stock Options will vest after completion of Employee's first year of employment with the Company (December __, 1998), 37,500 Stock Options will vest after completion of Employee's second year of employment with the Company (December ___, 1999), 37,500 Stock Options will vest after completion of Employee's third year of employment with the Company (December __, 2000), and 37,500 Stock Options will vest after completion of Employee's fourth year of employment with the Company (December __, 2001). The Stock Options shall not vest if, prior to the relevant vesting date, Employee voluntarily leaves the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto employ or if Employee is terminated, except as Exhibit "A"). Such option shall be substantially in the form set forth in paragraph 12. (ii) In addition to the Nonissuance of the Initial Stock Options as provided above, Employee is hereby granted additional non-Qualified qualified options under the Plan to purchase an aggregate of 50,000 shares of common stock (the "Performance Stock Option Grant (attached hereto as Exhibit "BOptions"). The exercise price per share , at 85% of the options shall be the closing last reported sale price of the Company Common common stock on January 2, 1998. The Performance Stock on Options immediately shall vest and become exercisable, at such time as Employee has met the date approved management business objectives (which are to be reasonably determined by the Compensation Committee designated Officer within sixty (60) days of the Board of DirectorsEffective Date), provided that Employee is then employed by the Company. Once vested, the Performance Stock Options shall vest on each quarterly anniversary until fully vested and be exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten five years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on from the date of termination vesting. The Stock Options shall not vest if, prior to the relevant vesting date, Employee voluntarily leaves the Company's employ or if Employee is terminated, except as set forth in paragraph 12. (iii) With respect to amendments to the Plan, and with respect to future stock option plans or programs to be participated in by senior officers or key employees of Employee's service the Company or its successor companies, Employee shall participate in an equitable manner, consistent with the Company; participation of other senior managers and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion key employees of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. In addition to the basic salary provided for above, Employer hereby grants to executive the right, privilege and option (athe "Stock Option") On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 purchase one hundred thousand (100,000) shares of Company Common Stockthe common stock, pursuant $.001 par value. The "Option Shares" are to be fully vested and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")become exercisable immediately. The exercise price per share of the Option Shares shall be twenty cents ($.20) per share. The option rights granted hereby shall be cumulative. Upon becoming exercisable, the option rights shall be exercisable at any time and from time to time, in whole or in part; provided, however, that options may be exercised for no longer than five (5) years from the date of this Agreement. The options shall be exercised by written notice directed to Employer, accompanied by a check payable to Employer for the closing price Option shares being purchased. Employer shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the Company Common Stock on the date approved by the Compensation Committee name of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarterExecutive. The options granted to Employee under certificates evidencing such shares shall bear the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years following restrictive legend, unless and shall provide that (except as otherwise provided until such shares have been registered in this Agreement: a) in the event Employee's service accordance with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; Securities and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Exchange Act of 1933 1933, as amended (the "Act") ): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. Employer shall use its best efforts to register the Option Shares under the Act at the earlier of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the time as it registers shares issuable pursuant to a qualified employee stock option plan or such awards time as it registers shares beneficially owned by or issued to either or all of the following individuals: If, and to the extent that the number of shares of common stock of Employer shall be registered increased or otherwise exempt reduced by whatever action, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in stock, or the like, the number of shares subject to the Stock Option and the option price per share shall be proportionately adjusted. If Employer is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Stock Option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Executive additional benefits which he did not have under the securities old Stock Option, or blue sky laws deprive him of California benefits which he had under the old Stock Option. Executive shall have no rights as a stockholder with respect to the Option Shares until exercise of the Stock Option and such other jurisdictions in payment of the United States Option Price as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseherein provided.

Stock Options. As of the Employment Commencement Date, Executive shall be granted stock options (athe "Stock Options") On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 purchase a total of two million (2,000,000) shares of Company Common Stock, pursuant common stock with a per share exercise price equal to twelve and subject to eleven-sixteenths dollars ($12-11/16ths) (the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Employment Commencement Date Stock Option Grant (attached hereto as Exhibit "BValue"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and (or shorter upon termination of employment or consulting relationship with the Company) and, subject to accelerated vesting as set forth elsewhere herein, shall provide that (except vest as otherwise provided in this Agreement: a) in to 1/48th of the event Employeeshares on each month following the Commencement Date, so as to be 100% vested on the four year anniversary thereof, conditioned upon executive's service continued employment or consulting relationship with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A)vesting date. Additional options The Stock Options may be granted exercised prior to Employee in vesting by means of Executive entering into a fully recourse promissory note bearing the discretion lowest rate of interest to avoid imputed income to Executive, subject to Executive entering into a standard form of restricted stock purchase agreement with the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning Stock Options are intended to be "incentive stock options" as defined in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive Section 422 of the initial 30,000 Share Option Grant. (c) For so long Internal Revenue Code of 1986, as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 amended (the "Registration StatementCode") relating ), to the registration under 3 maximum extent permitted by the Securities Act $100,000 rule of 1933 (Code Section 422(d). Except as specified otherwise herein, these option grants are in all respects subject to the "Act") of no less than 3,750,000 shares terms, definitions and provisions of the Company's Common Stock1989 Stock Plan and the standard form of stock option agreement thereunder (the "Option Agreement"), issuable which documents are incorporated herein by reference; provided, however, that to the extent that the Stock Options may not be granted under the 1989 Stock Plan by virtue of the limitation on the number of shares subject to option that may be granted thereunder in any fiscal year of the Company, they shall be granted outside of the 1989 Stock Plan pursuant to a written option agreement containing the Company's 2004 Omnibus Incentive Compensation same material terms and conditions as to those governing the option granted under the 1989 Stock Plan; (ii) cause . Any such awards and the shares issuable pursuant to such awards to non-Stock Plan stock option shall be registered or otherwise exempt under by the securities or blue sky laws Company on Form S-8 prior to any vesting of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseoption.

Stock Options. (a) On the date this Agreement is executed, the The Company shall grant Employee to Executive, effective as of the Commencement Date, the following options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan common stock: (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The i) 50,000 shares with an exercise price per share equal to the fair market value of the options shall be the closing price of the Company Common Stock Company's common stock on the date approved by of grant, which option shall become exercisable on the Compensation Committee first anniversary of the Board date of Directors. Options this Agreement; and (ii) 25,000 shares with an exercise price of $12.00 per share, which option shall vest become exercisable on each quarterly the second anniversary until fully vested and of the date of this Agreement; and (iii) 21,032 shares with an exercise price of $15.00 per share, which option shall become exercisable at the end of on the third anniversary of the grant date at a rate of 8.33% this Agreement; and (iv) 19,445 shares with an exercise price of $18.00 per quartershare, which option shall become exercisable on the fourth anniversary of the date of this Agreement; and (v) 20,239 shares with an exercise price of $21.00 per share, which option shall become exercisable on the fifth anniversary of the date of this Agreement. The Those options granted to Employee under the 2004 Omnibus Incentive Compensation Plan Executive in this Section 2.3(a) shall be nonstatutory stock granted to Executive pursuant to the Company's 1997 Long-Term Incentive Plan and the terms and conditions governing such options that are not intended to shall be incentive stock options under Section 422 as set forth in the form of the Internal Revenue CodeStock Option Agreement attached hereto as Exhibit A and made a part hereof. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under to Executive, effective as of the 2004 Omnibus Incentive Compensation Plan each successive year during Commencement Date, the Contract Term beginning in November 2007 in a minimum amount of following incentive stock options to purchase 10,000 acquire shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant.company's common stock; (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause 3,698 shares with an exercise price of $15.00 per share, which option shall become exercisable with respect to all of such shares on the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares third anniversary of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; date of this Agreement; (ii) cause 5,555 shares with an exercise price of $18.00 per share, which option shall become exercisable with respect to all of such awards and shares on the shares issuable pursuant to such awards to be registered or otherwise exempt under fourth anniversary of the securities or blue sky laws date of California and such other jurisdictions in the United States as may be applicablethis Agreement; and and (iii) 4,761 shares with an exercise price of $21.00 per share, which option shall become exercisable with respect to maintain a current prospectus and to cause all of such Common Stock to be listed shares on the principal exchange or exchanges or qualified for trading on fifth anniversary of the principal over-the-counter market on which date of this Agreement. The terms and conditions governing the Company's Common options described in this Section 2.3(b) shall be as set forth in the form of the Stock is then listed or traded, so long Option Agreement attached hereto as any Options remain outstanding Exhibit B and have not been exercised or terminated and for made a period of five years after exercisepart hereof.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant i. Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the granted 20,000 options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration StatementInitial Options") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 purchase shares of the Company's Common StockStock at an exercise price of $1.00 per share, issuable which such options are granted under the Company's 1998 Stock Option Plan and pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; form of Option attached hereto as Exhibit A and incorporated herein by such reference. Such options shall be exercisable from the date of vesting and shall vest (i) 10,000 options on May 1, 1998, (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; 5,000 options on May 1, 1999, and (iii) to maintain a current prospectus and to cause the remaining 5,000 options on May 1, 2000. The Initial Options shall expire May 1, 2002. ii. Provided Employee shall be in the employ of Company, Employee shall be granted on May 1, 1999 options for an additional 10,000 shares, which such Common Stock to options shall be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which granted under the Company's Common 1998 Stock is then listed or tradedOption Plan pursuant to the form of Option attached hereto as Exhibit A and incorporated herein by such reference. Such options (the "Additional Options") shall be granted at Fair Market Value (as hereinafter defined) on April 30, so long as any Options remain outstanding and have not been exercised or terminated and 1999, shall be exercisable for a period of five years from the vesting date, and shall vest (i) 3,334 options on May 1, 2000, (ii) 3,333 options on May 1, 2001, and (iii) the remaining 3,333 options on May 1, 2002. The Additional Options shall expire five years from the date of vesting. iii. Provided Employee shall be in the employ of Company, Employee shall be granted on May 1, 2000 options for an additional 10,000 shares, which such options shall be granted under the Company's 1998 Stock Option Plan pursuant to the form of Option attached hereto as Exhibit A and incorporated herein by such reference. Such options (the "Additional Options") shall be granted at Fair Market Value (as hereinafter defined) on April 30, 1999, shall be exercisable for a period of five years from the vesting date, and shall vest (i) 3,334 options on May 1, 2001, (ii) 3,333 options on May 1, 2002, and (iii) the remaining 3,333 options on May 1, 2003. The Additional Options shall expire five years from the date of vesting. iv. In the event of (i) a sale of all or substantially all of the assets of the Company or (ii) a merger, stock exchange or other form of business combination (the "Business Combination") the result of which being that the shareholders of the Company, giving proforma effect to the pending private placement of 1,000,000 shares of Common Stock will own, after exercisethe consummation of such Business Combination, less that 49% of the then issued and outstanding voting securities of the Company, then, in such event, on the effective date of either the sale of all or substantially all of the Company's assets or a Business Combination, all Initial Options and Additional Options not theretofore vested shall immediately vest at the then current Fair Market Value of the Company's Common Stock.

Stock Options. (a) On Concurrent with the date execution of this Agreement is executedAgreement, Executive shall be granted an option pursuant to the Company’s 2004 Share Option Scheme (the “Plan”) to purchase one million thirty thousand (1,030,000) shares of the Company’s ordinary shares (the “Shares”). Such option shall be granted with an exercise price equal to the Fair Market Value of the underlying stock on the Execution Date and such option shall provide for a term of ten (10) years. So long as Executive’s employment relationship with the Company continues, the Company Shares underlying the option shall grant Employee vest and become exercisable in accordance with the following schedule: Two-hundred fifty-seven thousand five hundred (257,500) Shares shall vest and become exercisable on the first anniversary of the Execution Date (“Initial Vesting Date”) and 1/36th of the remaining seven hundred seventy-two thousand five hundred (772,500) Shares shall vest and become exercisable on each monthly anniversary of the Initial Vesting Date such that all of the Shares will be fully vested and exercisable on the four year anniversary of the Execution Date. In addition, such options to acquire 30,000 shares of Company Common Stock, pursuant and shall be subject to the terms and conditions herein of the Plan and a form of option agreement (the “Option Agreement”) reflecting (and not inconsistent with) the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in this Agreement between the Non-Qualified Stock Option Grant Company and Executive, which documents are incorporated herein by reference. (attached hereto as Exhibit "B"b) In addition to the stock option award under Section 4.4(a), concurrent with the execution of this Agreement, Executive shall also be granted a separate option pursuant to the Plan to purchase two hundred thousand (200,000) Shares. The exercise price per share of the option granted under this Section 4.4(b) shall be equal to one hundred and twenty-five percent (125%) of the Fair Market Value of the underlying stock on the Execution Date and shall provide for a term of ten (10) years. So long as Executive’s employment relationship with the Company continues, the Shares underlying the option shall vest and become exercisable in accordance with the following schedule: Fifty thousand (50,000) Shares shall vest and become exercisable on the Initial Vesting Date and 1/36th of the remaining one hundred and fifty-five thousand (150,000) Shares shall vest and become exercisable on each monthly anniversary of the Initial Vesting Date such that all of the Shares will be fully vested and exercisable on the four year anniversary of the Execution Date. In addition, such options shall be subject to the terms and conditions of the Plan and a form of option agreement (the “Option Agreement”) reflecting (and not inconsistent with) the terms set forth in this Agreement between the Company and Executive, which documents are incorporated herein by reference. (c) In addition to the stock option awards under Sections 4.4(a) and (b), effective on the date that Executive reports to the Company and commences to perform duties as an employee of the Company under this Agreement, Executive shall also be granted a separate option pursuant to the Plan to purchase seventy thousand (70,000) Shares, which option shall be an “incentive stock option” with respect to the maximum number of Shares allowable by the Internal Revenue Code of 1986, as amended, and which shall be a non-qualified stock option with respect to the balance of the Shares subject to the option. The exercise price of the option granted under this Section 4.4(c) shall be equal to the Fair Market Value of the underlying stock on the date of grant and shall provide for a term of ten (10) years. So long as Executive’s employment relationship with the Company continues, the Shares underlying the option shall vest and become exercisable in accordance with the following schedule: Seventeen thousand five hundred (17,500) Shares shall vest and become exercisable on the one-year anniversary of the date of grant, which shall be the date Executive commences employment with the Company (the “ISO Initial Vesting Date”) and 1/36th of the remaining fifty-two thousand five hundred (52,500) Shares shall vest and become exercisable on each monthly anniversary of the ISO Initial Vesting Date such that all of the Shares will be fully vested and exercisable on the four year anniversary of the Execution Date. The Company agrees to promptly take all actions that are necessary to allow such options to qualify as “incentive stock options.” In addition, such options shall be subject to the terms and conditions of the Plan and a form of option agreement (the “Option Agreement”) reflecting (and not inconsistent with) the terms set forth in this Agreement between the Company and Executive, which documents are incorporated herein by reference. (d) For purposes of the Agreement, “Fair Market Value” shall mean the closing price of the Company Common Stock Company’s Global Depositary Shares on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except Execution Date as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters traded on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or RetirementFrankfurt Stock Exchange, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise’s Global Depositary Shares are traded on the Effective Date.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee In addition to any options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price purchase securities of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options which may be granted to Employee in during the discretion term, whether pursuant to the 1997 Stock Option Plan of the CompanyCompany or any other plan which may be subsequently adopted by the Board, the Company hereby grants to Employee options to purchase three million shares of common stock (the "CFO Options") . One-third of the CFO Options shall be exercisable upon execution of this Agreement. An additional one-third of the CFO Options shall vest and be exercisable on January 15, 1999, and the remaining one-third of the CFO Options shall vest and be exercisable on January 15, 2000. All CFO options or other options granted to Employee shall vest immediately and may be exercised upon any "Change of Control" or upon any "Company Termination" as defined in section 9. The CFO options shall have a term of ton years and shall be exercisable at a price per share of $0.50. The option exercise price of the CFO options shall be adjusted as appropriate for forward or reverse stock splits, stock dividends, recapitalizations, spin-offs, or divisions of the Company and other like events. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration register under the Securities Act of 1933 1933, as amended, (the "Act") ), all of no less than 3,750,000 the shares of common stock underlying the Company's Common StockCFO Options (the "CFO Shares") at the same time as the Company registers shares of common stock (or other securities) in any primary or secondary offering of securities which are registered under the Act, issuable pursuant provided that Employee shall agree to any reasonable "lock-up* restricting sale of the CFO Shares only to the Company's 2004 Omnibus Incentive Compensation Plan; extent that other principal shareholders, officers and directors are also required to execute similar lock-up agreements provided that any such lock-up period shall not extend beyond one hundred twenty days from the date the CFO Shares are registered under the Act. Notwithstanding the foregoing Employee shall not sell any CFO Shares during 1998 (the "1998 Lock-Up") unless (i) there is a "Change of Control" or there is a "Company Termination" as defined in section 9 or (ii) cause other members of management elect to sell or dispose of securities of the Company during 1998 ("Management Sales"). The 1998 Lock-Up shall terminate and have no further force or effect upon the occurrence of any event described in clause (i) above. The Company shall provide written notice to Employee in advance of any Management Sales setting forth the details thereof within not more than two business days after the Company learns that such awards and the shares issuable pursuant to such awards to be registered sales or otherwise exempt under the dispositions of securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) permitted or may otherwise be scheduled. During 1998 Employee may from time to maintain a current prospectus and to cause such Common Stock to be listed on time sell or dispose of that number of CFO Shares which is not greater than the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as greatest number of Management Sales made during 1998 by any Options remain outstanding and have not been exercised or terminated and for a period other member of five years after exercisemanagement.

Stock Options. (aA) On Upon execution of this Agreement, UltraStrip granted Executive a non-statutory stock option to acquire five hundred thousand (500,000) shares of UltraStrip's common stock at an exercise price of $1.00 value at the date this Agreement of grant, exercisable at any time prior to the date that is executedthe fifth year's anniversary of the Effective Date ("FIFTH ANNIVERSARY"), subject to SECTION 3(ii)(E), below. (B) If on the thirtieth (30th) day following the First Anniversary Executive remains employed by the Company and has not been notified by the Board that his employment hereunder is terminated, UltraStrip shall grant Employee options Executive a non-statutory stock option to acquire 30,000 an additional one hundred fifty thousand (150,000) shares of Company's common stock and on the thirtieth (30th) day following the Second Anniversary Executive remains employed by the Company Common Stockand has not been notified by the Board that his employment hereunder is terminated, pursuant and subject UltraStrip shall grant Executive a non-statutory stock option to acquire an additional one hundred fifty thousand (150,000) shares of UltraStrip's common stock at an exercise price per share that is equal to the terms and conditions herein and the terms fair market value per share of UltraStrip's common stock as of the Company's 2004 Omnibus Incentive Compensation Plan date of the option grant. Fair market value shall be determined as provided in the stock option plan then maintained by UltraStrip for its employees, and if there is no such plan, then fair market value shall be determined by the Board of Directors in the good faith exercise of its discretion (attached hereto as Exhibit either case to be hereinafter referred to "AFMV"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at any time prior to the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The Fifth Anniversary, subject to SECTION 3(ii)(E), below. (C) All options granted to Employee Executive under this SECTION 3(ii) are referred to herein as the 2004 Omnibus Incentive Compensation Plan "OPTIONS". If Executive's employment hereunder is terminated by Company for any reason other than for "cause" (defined below), or if Executive terminates his employment for "good reason" (also defined below), or if this Agreement expires in accordance with its terms, then all Options that are granted, vested and effective prior to such date of termination or expiration shall be nonstatutory stock options remain in effect, but those that are not intended to be incentive stock options under Section 422 then granted, vested and effective shall expire ninety (90) days after the date of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be such termination or expiration. If Executive's employment hereunder is terminated by Company for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability"cause", or Retirement (if Executive terminates his employment and does not have "good reason" to terminate, then all as defined in Options that have been granted but are not exercised by Executive on or before the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion date of each option will such termination shall expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantemployment. (cD) For so long as All shares acquired upon exercise of options granted under this SECTION 3(ii) shall have be covered by UltraStrip's Form S-8 which it shall file with the Company remains a public companySecurities and Exchange Commission at about the time it files its Form 10-KSB for the year ending December 31, Company shall use commercially reasonable efforts to: 2005. (iE) cause the shares All provisions of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan this SECTION 3(ii) that are to be included performed after expiration or termination of this Agreement shall survive the expiration or termination of this Agreement until such provisions expire or terminate in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseaccordance with their terms.

Stock Options. (a) On The Executive shall be treated as having terminated employment due to “retirement” for purposes of any stock options awarded to the date this Agreement is executed, Executive under any incentive plan of the Company which remain unexercised as of the Executive’s Retirement Date. The restricted stock granted Executive under the Employee Restricted Stock Award Agreement made effective December 8, 2006 and the stock options granted Executive pursuant to the Stock Option Agreement made effective as of December 12, 2006 shall grant Employee be immediately vested upon the execution of the Agreement and the Waiver and Release attached hereto as Attachment A. All other of Executive’s stock options and restricted stock shall be immediately vested upon the Effective Waiver Date, except for (i) those restricted stock grants granted pursuant to acquire 30,000 shares of Company Common Stock, pursuant the Restricted Stock Agreement attached hereto as Attachment E and (ii) those performance-based stock options granted subject to the terms and conditions herein and Company’s stock price achieving certain benchmarks under the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Performance Vested Non-Qualified Stock Option Grant Award Agreement dated June 23, 2005 (attached hereto as Exhibit "B"the “Performance Award Agreement”). The exercise price per share of the options , which shall be addressed as provided below in subpart (2) of this Paragraph 2C. In addition, the closing price of the Company Common Stock on the date approved by the Nominating and Compensation Committee (the “Committee”) has agreed to extend the exercisability of the Board of Directors. Options shall vest on each quarterly anniversary all options until fully vested and exercisable at the end of the third anniversary original term of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codeoption. (b1) Each option In the event of a Change of Control (as defined herein this Agreement), the Company agrees to treat all of the Executive’s remaining vested, unexercised options, granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for any prior award, in a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for manner no less favorably than options held by any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under ’s then-current executive group, whether the 2004 Omnibus Incentive Compensation Plan each successive year during conversion is to the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Termnew controlling party’s stock, inclusive of the initial 30,000 Share Option Grantcash, or other consideration. (c2) For so long as The Performance Award Agreement shall be amended and construed in the Company remains a public company, Company shall use commercially reasonable efforts to: following manner: (i) cause Paragraph 2(a), including its subparagraphs, shall be stricken in their entirety, and the shares following language shall be inserted as the new Paragraph 2(a): a. During its Term and prior to its earlier termination in accordance with Section 3 of Common Stock reserved for issuance to Employee pursuant to this Agreement, 100% of that portion of the Company's 2004 Omnibus Incentive Compensation Plan to be included Option that has vested in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act"accordance with Section 2(d) of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; this Agreement shall be exercisable.” (ii) cause such awards Paragraph 3(a), including its subparagraphs, shall be stricken in their entirety, and the shares issuable pursuant to such awards to following language shall be registered or otherwise exempt under inserted as the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.new Paragraph 3(a):

Stock Options. (ai) On the date Nothing in this Agreement is executedshall affect stock options previously granted to Employee, which shall continue to be governed by the Company 1994 Plan and the terms of the grant of such stock options. (ii) Additionally, at or promptly after the end of each of Radica's Annual General Meetings held in 2000, 2001 and 2002, Radica shall grant to Employee an option (up to three such options in total) to acquire 30,000 purchase twenty-five thousand (25,000) shares (up to 75,000 shares in the aggregate) of Company Common Stockthe common stock of Radica at the then applicable market price, pursuant and subject to the terms and conditions herein of this Section 6 and the terms 1994 Plan; provided, however, that each such grant shall be subject to the conditions that (x) Employee continues to be employed in good standing by Radica Group through the relevant date of grant and (y) sufficient shares are available under the Company's 2004 Omnibus Incentive Compensation 1994 Plan to cover Employee and other similarly situated executives (attached hereto as Exhibit "A"i.e. adequate shares must be available for this special program in the option pool under the 1994 Plan). If such quantity of shares is not available, the grant dates will roll forward by one year per year until such shares are available. Such option shall be substantially in stock options under this clause (ii) are herein called the form set forth in the Non-Qualified "Stock Option Grant Options". (attached hereto as Exhibit "B"). iii) The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on and become exercisable 20% per year for each quarterly anniversary until fully vested and exercisable year Employee is employed by Radica Group following the date of grant, commencing at the end of the third first anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codegrant. (b) Each option granted under The number of shares subject to the terms Stock Options will be adjusted for stock splits and reverse splits; provided that such number of shares shall not be adjusted if Radica should otherwise change or modify its capitalization, including but not limited to the issuance by Radica of new securities (including options or convertible securities), ESOP's or other employee stock plans. It is the intent of the 2004 Omnibus Incentive Compensation Plan parties that the stock subject to the Stock Options shall be subject to dilution, except for a term stock splits and reverse splits. (c) Any other provision hereof to the contrary notwithstanding, (i) as of ten years and shall provide that (except as otherwise provided in this Agreement: a) the date of Termination in the event Employee's service with the Company terminates of Termination pursuant to Section 3(a) or Termination by Radica for any reason except termination Cause or by Employee without Cause, death, Disabilityconsent of Radica, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Aii) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and btwelve (12) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of Termination in the Employee's termination event of Termination by Radica without Cause or Retirement (all as defined by Employee for Good Reason in the 2004 Omnibus Incentive Compensation Plan - Exhibit Aevent of a Termination/Change in Control or the Total Disability of Employee (each of such applicable dates being called a "Determination Date"). Additional options may be granted to , Employee in shall forfeit the discretion Stock Options (measured by percentages of the Company. The Company stock subject to the Stock Options) and they shall grant expire as follows: (A) if the Determination Date is within the first year after the date the Stock Option is granted (the "Grant Date") then Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive forfeit 100% of the initial 30,000 Share Option Grantstock subject to the Stock Option; (B) if the Determination Date is after the end of said first year and within the second year after the Grant Date, then Employee shall forfeit 80% of the stock subject to the Stock Option; (C) if the Determination Date is after the end of said second year and within the third year after the Grant Date, then Employee shall forfeit 60% of the stock subject to the Stock Option; (D) if the Determination Date is after the end of said third year and within the fourth year after the Grant Date, then Employee shall forfeit 40% of the stock subject to the Stock Option; or (E) if the Determination Date is after the end of said fourth year and within the fifth year after the Grant Date, then Employee shall forfeit 20% of the stock subject to the Stock Option. (cd) For so long as the Company remains a public company, Company In any event each Stock Option shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant expire to the Company's 2004 Omnibus Incentive Compensation Plan extent not previously exercised on the tenth anniversary of the Grant Date. Otherwise, Employee may at any time within ninety (90) days following the Determination Date, exercise his right to be included in a registration statement on Form S-8 (the "Registration Statement") relating purchase stock subject to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common StockStock Options, issuable pursuant but subject to the Company's 2004 Omnibus Incentive Compensation Plan; foregoing provisions respecting vesting and forfeitures. (iie) cause such awards and the shares issuable pursuant Employee shall have no right to such awards to be registered sell, alienate, mortgage, pledge, gift or otherwise exempt under transfer the securities Stock Options or blue sky any rights thereto, except by will or by the laws of California descent and such other jurisdictions distribution, and except as specifically contemplated in the United States as may be applicable; 1994 Plan. In any event, any transfer must comply with applicable state and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisefederal securities laws.

Stock Options. Subject to any required stockholder approval, Bay ------------- View hereby grants the Executive options (a) On the date this Agreement is executed"Options"), the Company which shall grant Employee options be non- qualified stock options, to acquire 30,000 purchase an aggregate of 150,000 shares of Company Bay View's Common Stock at a price per share equal to the lesser of (i) the tangible book value per share of Bay View's Common Stock as of March 31, 2001 or (ii) 85% of the closing price of Bay View's Common Stock on the New York Stock Exchange on the day before the day on which the prospectus supplement relating to an offering by Bay View of certain transferable rights permitting the holders of the rights to subscribe for and purchase additional shares of Common Stock becomes effective (the "Exercise Price"). The Options shall have the following other principal terms: (i) the Options shall become exercisable and be vested, and remain exercisable and vested for a term of five years from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of 50,000 shares of Bay View's Common Stock, pursuant shall become exercisable from and after the Effective Date; (B) the second installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the first anniversary of the Effective Date; and (C) the third installment, consisting of 50,000 shares of Bay View's Common Stock, shall become exercisable from and after the second anniversary of the Effective Date; (ii) the Options shall become immediately exercisable and shall remain exercisable for the remainder of their term in the event of (A) a Change in Control, (B) a termination of this Agreement by the Employers without Cause or (C) a termination of this Agreement by the Executive for Good Reason; (iii) the Options shall terminate immediately in the event of (A) a termination of this Agreement by the Employers for Cause or (B) a termination of this Agreement by the Executive without Good Reason; (iv) the Options shall remain exercisable until the earlier of the expiration of their term or three years after the termination of this Agreement by the Employers because of the Executive's death or Permanent Disability and the Options shall become immediately exercisable if such termination occurs during the 270 days preceding consummation of a Change in Control; (v) the Options are transferable by gift to members of the Executive's family or to entities controlled by such family members or by will or by the laws of descent and distribution; (vi) in the event that the outstanding shares of Common Stock subject to the Options are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares of Bay View or other securities of Bay View or of another corporation by reason of a reorganization, merger, consolidation, reclassification, stock split, reverse stock split, stock dividend or combination of shares of Common Stock, the Board of Directors of Bay View shall make an appropriate and equitable adjustment in the number and kind of shares as to which the Options or portion thereof then unexercised shall be exercisable and in the Exercise Price. Such adjustment in the Options shall be made without any change in the total price applicable to the unexercised portion of the Options, except for any change in the aggregate price resulting from rounding-off of share amounts or prices, and with any necessary corresponding adjustment in the Exercise Price. In the event that Bay View from time to time hereafter issues its Common Stock at a price less than the then prevailing market price on the New York Stock Exchange on the date of any such issuance (the "Prevailing Market Price"), the Board of Directors shall reduce the Exercise Price of that portion of the Options not then exercised to the price determined by multiplying the Exercise Price as then in effect by a fraction the numerator of which shall be that price per share at which Bay View issued its Common Stock at a price less than the Prevailing Market Price and the denominator of which shall be such Prevailing Market Price. Any such adjustment made by the Board of Directors shall be final and binding upon the Executive, Bay View and their respective successors in interest; (vii) if Bay View adopts an option plan for its employees that provides for terms and conditions herein and more favorable to the optionees thereunder than the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially Options to the Executive, then, in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under such event, the terms of the 2004 Omnibus Incentive Compensation Plan Options shall be for amended so that the terms thereof incorporate such more favorable terms of such option plan; and (viii) subject to any required stockholder approval, Bay View shall promptly file a term of ten years Form S-8 registration statement with respect to the Options with the Securities and Exchange Commission and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable its best efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock registration statement to be listed on the principal exchange or exchanges or qualified remain effective for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so as long as any of the Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseexercisable.

Stock Options. You have been granted certain options to purchase shares of the Company’s common stock (acollectively, the “Options”), pursuant to the Company’s applicable equity incentive plan(s), stock option agreement and other grant documents (collectively, the “Option Documents”). Under the terms of the Option Documents, vesting of the Options will cease as of the Separation Date; however, as an additional benefit to you, if you satisfy the Severance Preconditions, then: (i) On the Company will modify and accelerate your vesting schedule to provide that all unvested shares subject to the Options will be deemed fully vested and exercisable as of the Separation Date; and (ii) the Company will extend the period of time in which you are required to exercise vested shares subject to the Options until the date that is one (1) year after the termination of your Continuous Service (as defined in the Company’s applicable equity incentive plan(s)) (the “Option Exercise Extension”). Except as expressly set forth in this Agreement is executedparagraph, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and Options remain subject to the terms and conditions herein of the Option Documents. You understand that you must affirmatively accept the Option Exercise Extension as described below. If you accept the Option Exercise Extension and the terms Option Exercise Extension becomes effective, to the extent applicable, such options will no longer qualify as incentive stock options (“ISOs”) and will instead be treated for tax purposes as nonqualified stock options (“NSOs”). As a result, you understand that you will lose certain advantageous tax treatment relating to ISOs and you must satisfy all applicable tax withholding obligations upon exercise of the Company's 2004 Omnibus Incentive Compensation Plan Options. Your ability to accept the Option Exercise Extension in respect of any of your options will be open until the earliest of (i) March 10, 2023 (which, for the avoidance of doubt, is no greater than twenty-nine (29) calendar days from the date the Option Exercise Extension was first offered to you) and (ii) the date your Options expire or earlier terminate in accordance with their terms (11:59 p.m. Pacific Time on such date, the “Option Offer Expiration Time”). You acknowledge that failure to accept the Option Exercise Extension on or before the Option Offer Expiration Time only impacts your right to the Option Exercise Extension and not any other provision of this Agreement. To accept (or decline) the Option Exercise Extension, you must deliver a fully completed and signed Option Exercise Extension Election Form, attached hereto as Exhibit "A"D to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇), on or prior to the Option Offer Expiration Time. Such option shall If this Agreement is revoked or otherwise does not become effective in accordance with its terms, then any acceptance of the Option Exercise Extension will be substantially in disregarded and will be of no force or effect. You acknowledge that if you fail to accept the form set forth in Option Exercise Extension on or prior to the NonOption Offer Expiration Time, then the Option Exercise Extension will not apply to any of your Options and such Options will continue to be governed by their existing terms (including the three (3) month post-Qualified Stock Option Grant (attached hereto as Exhibit "B"termination exercise period). The Company makes no representation or guarantees regarding the status of any of your Options as ISOs or otherwise. You acknowledge that the Company is not providing tax advice to you and that you have been advised by the Company to seek independent tax advice with respect to the exercise price per share and modification of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee any other compensation and benefits that you are receiving under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. Except as provided in this paragraph 4, your interest in and rights in your Vested Stock Options (aas defined and set forth in Exhibit A) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant be governed by and be subject to the all conditions, terms and conditions herein and the terms of restrictions contained in the Company's 2004 Omnibus Incentive Compensation Plan 1993 Stock Option Plan, as amended from time to time ("the Plan"), and the option letter agreements dated April 25, 1997 (denoted as Exhibits A-1, A-2 and B to your Employment Agreement dated April 25, 1997, a ▇▇▇▇ ▇▇ which is attached hereto as Exhibit B (the "AEmployment Agreement"). Such ), the option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant letter agreement dated August 28, 1998 (a copy of which is attached hereto as Exhibit "B"C) and the option letter agreement dated March 1, 2000 (a copy of which is attached hereto as Exhibit D). The exercise price per share Your rights with respect to your Stock Options shall be fixed as of your Termination Date and pursuant to this Agreement. With respect to the option letter agreements dated April 25, 1997 and denoted as Exhibit A-1 and A-2 to your Employment Agreement, all 250,000 options shall be deemed vested as of your Termination Date and you shall be entitled to exercise those options on or before January 11, 2003. With respect to the closing price option letter agreement dated April 25, 1997 and denoted as Exhibit B to your Employment Agreement, 60,000 options shall be deemed vested as of your Termination Date and you shall be entitled to exercise those 60,000 options on or before January 11, 2003, and the 90,000 options that would have been unvested as of your Termination Date shall be accelerated and deemed to have become fully vested as of your Termination Date and you shall be entitled to exercise those 90,000 options on or before January 11, 2005. With respect to the option letter agreement dated August 28, 1998, you shall be entitled to exercise, at your election, some or all of the 105,000 options that are vested as of your Termination Date on a cashless basis (defined below) on the later of either: (a) your Termination Date; or (b) within five (5) business days following the expiration of the Revocation Period defined in paragraph 11. For purposes of this Agreement, the term "Cashless Basis" shall mean that in lieu of exercising some or all of your 105,000 vested stock options for cash, you shall be entitled to receive up to a total number of shares of common stock of the Company Common Stock on computed using the date approved by following formulas: X = 35,000 (A - $1.2375) ; and -------------------- A X = 35,000 (A - $2.125) ; and ------------------- A X = 35,000 (A - $3.125) ------------------- A where X equals the Compensation Committee number of the Board shares of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory common stock options that are not intended to be incentive issued to you and A equals the fair market value of one share of common stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination exercise. In addition, you may elect to have the Company withhold from the total number of Employee's service with shares due under the above formulas a number of shares having a fair market value equal to the minimum amount necessary to satisfy the Company; 's aggregate federal, state, local and b) if Employee's service with foreign tax withholding and FICA and FUTA obligations due as a result of a Cashless Basis exercise. With respect to the Company terminates due option letter agreement dated March 1, 2000, you shall be entitled to termination without Cause exercise the 60,000 options that are vested as of your Termination Date on or Retirementbefore January 11, 2005. You acknowledge and agree that you shall forfeit any right to those 30,000 unvested stock options under the vested portion option letter agreement dated March 1, 2000, as shown in Exhibit A hereto. You acknowledge and agree that there has been no change of each option will expire control at the close any time up to and including your Termination Date and that you shall have no rights to accelerated vesting or otherwise upon any change of business at Company headquarters on the date two months control occurring after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Companyyour Termination Date. The Company shall grant Employee additional option awards under agrees to take any action necessary to effectuate the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount terms of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantthis paragraph 4. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant MIKOHN has granted to Employee options to acquire 30,000 purchase shares of Company MIKOHN Common Stock, pursuant and Stock (the “Options”) under MIKOHN’s Stock Option Plan (“Plan”) from time to time. The Options are subject to the terms and conditions herein of the Plan, and shall additionally provide as follows: (1) The Options shall be designated as Incentive Options. (2) On each of the five (5) anniversary dates of each respective date of grant, one-fifth (1/5) of the Option Shares shall become eligible for purchase by Employee. (3) The Options shall terminate on (i) the expiration date specified in the Stock Option Agreements or (ii) such earlier date as termination may occur according to the terms and conditions of the Company's 2004 Omnibus Incentive Compensation Plan and/or the Stock Option Agreements. Upon termination for any reason, Employee and/or his successors and assigns shall have only such rights with respect to the Options as are specified in the Plan, the Stock Option Agreements or this Agreement, and shall not be entitled to any compensation in any form for the loss of any other right with respect thereto. (4) Any other provision in this Agreement to the contrary notwithstanding, all Options to acquire common stock of MIKOHN granted to Employee during the term of this Agreement shall become 100% vested (i) upon any “Change in Control” as defined in Section 20 below; (ii) if MIKOHN or any successor or assignee of MIKOHN should terminate this Agreement other than for Cause (as defined in Section 6(b) below) or deliver a non-renewal notice to Employee pursuant to Section 1 above; (iii) if Employee should terminate this Agreement for Good Reason as permitted in Section 6(c) below; or (iv) upon Employee’s death or permanent disability as described in Section 6(e) below; provided, however, that in the case of (ii), (iii) or (iv) above, such vesting shall be conditioned on Employee (or Employee’s estate) furnishing to MIKOHN an effective waiver and release of claims (a form of which is attached hereto as Exhibit "A"1). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the The Company shall grant Employee to Employee, subject to Compensation Committee approval and the vesting provisions described in this Agreement, nonqualified stock options (the "Options") under the Company's 1994 Stock Incentive Plan, as amended (the "Plan"), to acquire 30,000 two hundred and fifty thousand (250,000) shares of the Company's Common Stock ("Common Shares"). Each Option shall represent the right to acquire one (1) Common Share. Subject to earlier termination of the Options as described below, the Options shall vest as follows: (i) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the first anniversary of the Effective Date, (ii) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the second anniversary of the Effective Date, (iii) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the third anniversary of the Effective Date, (iv) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the fourth anniversary of the Effective Date, and (v) fifty thousand (50,000) Options shall vest in full and become immediately exercisable on the fifth anniversary of the Effective Date. The Options shall expire on the first to occur of (i) the close of business on the last business day of the Company coinciding with or immediately preceding the day before the tenth anniversary of the Effective Date, (ii) the termination of the Options pursuant to Section 4.2 of the 1994 Plan, or (iii) the termination of the Options in connection with a termination of Employee's employment with the Company as contemplated by the Option Agreement (as such term is defined below) and as modified by Section IV-D-3 below. The exercise price per Common StockShare under each Option shall equal the closing price for a Common Share on the NASDAQ National Market Reporting System on lower of September 9, pursuant 2002 or the date of Compensation Committee's approval of the grant of Options. The Options shall be evidenced by a written option agreement in the form attached hereto as Exhibit A (the "Option Agreement") and shall, except as expressly provided in this Section III-G and in Sections IV-E-1 and IV-E-3 below, be subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Plan and the Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options annual Option grants may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the made at Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisesole discretion.

Stock Options. In addition to the basic compensation provided for above, NFOX hereby grants to Consultant the right, privilege and option (athe "Stock Option") On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 purchase 75,000 shares of Company Common Stockthe common stock $.001 par value, pursuant and subject to of NFOX (the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "AOption Shares"). Such option shall , which are to be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")fully vested and become exercisable immediately. The exercise price per share price, "Option Price," of the options Option Shares shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% twenty cents ($.20) per quartershare. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted Option Price shall not exceed 50,000 shares during be adjusted upon the Contract Term, inclusive occurrence of a reverse stock split or other recapitalization that effectively reduces the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the number of issued and outstanding shares of Common Stock reserved of NFOX. The option rights granted hereby shall be cumulative. Upon becoming exercisable, the option rights shall be exercisable at any time and from time to time, in whole or in part; provided, however, that options may be exercised for issuance no longer than five (5) years from the date on which they vest. The options shall be exercised by written notice directed to Employee pursuant NFOX, accompanied by a check payable to NFOX in the Company's 2004 Omnibus Incentive Compensation Plan to be included amount of the aggregate Option Price. NFOX shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in a registration statement on Form S-8 (the "Registration Statement") relating to name of Consultant. The certificates evidencing such shares shall bear the registration under following restrictive legend, unless and until such shares have been registered in accordance with the Securities and Exchange Act of 1933 1933, as amended (the "Act") ): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. NFOX shall use its best efforts to register the Option Shares under the Act at the earlier of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the time as it registers shares issuable pursuant to a qualified employee stock option plan or such awards time as it registers shares beneficially owned by or issued to either or all of the following individuals: Except as otherwise provided in subparagraph 7.6, If, and to the extent that the number of shares of common stock of NFOX shall be registered increased or otherwise exempt reduced by whatever action, including but not limited to change of par value, split up, reclassification, distribution or a dividend payable in stock, or the like, the number of shares subject to the Stock Option and the option price per share shall be proportionately adjusted. If NFOX is reorganized or consolidated or merged with another corporation, Consultant shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Stock Option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Consultant additional benefits which he did not have under the securities old Stock Option, or blue sky laws deprive him of California benefits which he had under the old Stock Option. Further, nothing contained herein shall prevent NFOX from effectuating a split or reverse split of the shares of NFOX. Consultant shall have no rights as a stockholder with respect to the Option Shares until exercise of the Stock Option and payment of the Option Price as herein provided. In the event that NFOX enters into an agreement for its merger with another entity or for the sale or transfer of the business assets or Capital Stock of NFOX, whereby causing the dissolution of NFOX as a Corporation, NFOX shall provide reasonable advance notice of the consummation of such other jurisdictions transaction (but in the United States as may be applicable; and no event less than thirty (iii30) days prior to such consummation) to maintain a current prospectus Consultant, and Consultant's Option Shares, pursuant to cause such Common Stock subparagraph 7.6, shall fully vest, giving the Consultant the right to be listed on purchase the principal exchange or exchanges or qualified for trading on entire amount of Option Shares at the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise"Option Price".

Stock Options. (a) On the date this Agreement is executedEmployment Date, Executive shall be granted stock options (the Company shall grant Employee options "Stock Options") to acquire 30,000 purchase a total of one million five hundred thousand (1,500,000) shares of Company Common Stock, pursuant and subject Stock with a per share exercise price equal to the terms and conditions herein and the terms 100% of the Company's 2004 Omnibus Incentive Compensation "Fair Market Value," as determined under the Informix Corporation 1994 Stock Option and Award Plan (attached hereto as Exhibit the "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "BPlan"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years (or shorter, as described below, upon termination of Executive's employment (or, with the approval of the Board, Executive's consulting relationship) with the Company) and, subject to accelerated vesting as set forth in the Company's standard form of stock option agreement and as set forth elsewhere herein, shall provide vest as to 25% of the shares originally subject to the Stock Options on each anniversary of the date of grant, so as to be 100% vested four years from the date of grant, conditioned upon Executive's continued employment (or, with the approval of the Board, Executive's consulting relationship) with the Company as of each vesting date. Except as specified otherwise herein, these option grants are in all respects subject to the terms, definitions and provisions of the Stock Option Plan and the standard form of stock option agreement thereunder to be entered into by and between Executive and the Company (the "Option Agreements"); provided, however, that to the extent that the Stock Options may not be granted under the Stock Option Plan by virtue of the limitation on the number of shares subject to option that may be granted thereunder in any fiscal year of the Company, they shall be granted outside of the Stock Plan pursuant to a written option agreement containing the same terms and conditions as the option granted under the Stock Option Plan. Any such non-Stock Option Plan stock option shall be registered by the Company on Form S-8 prior to any vesting of such option. All stock options granted to Executive pursuant to this Section 3(b) shall remain exercisable (except as otherwise provided in this Agreement: ato the extent vested upon the date of termination) for twelve months following Executive's termination of employment (or, with the approval of the Board, Executive's consulting relationship) with the Company in the event Employee's service with that Executive is terminated by the Company terminates other than for any reason except termination without "Cause, death, Disability, or Retirement ," (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of EmployeeSection 4 hereof), or if Executive's service employment (or, with the Company; and bapproval of the Board, Executive's consulting relationship) if Employee's service with the Company terminates due to termination without Cause Executive's death or Retirement"Total Disability" (as defined in Section 7 hereof) otherwise, such options shall remain exercisable (to the extent vested portion of each option will expire at the close of business at Company headquarters on the date two months after upon the date of the Employeetermination) for three months following Executive's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of employment with the Company. The Company ; provided, however, that in no event shall grant Employee additional any stock option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement"this Section 3(b) relating to the registration under the Securities Act of 1933 (the "Act") of no less remain exercisable longer than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal overits original ten-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseyear term.

Stock Options. (a) On the date this Agreement is executedfirst day following the Effective Date that the Company has an open trading window (the “Grant Date”), the Company shall will grant Employee options to acquire 30,000 Consultant the option to purchase 100,000 shares of the Company Common Stockcommon stock issued under the J.J▇▇▇, pursuant Inc. 2017Amended and subject to the terms and conditions herein and the terms of the Company's 2004 Restated Omnibus Equity Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B")Plan. The exercise price (“Exercise Price”) per share of the options Common Stock for each Option shall be equal to 100% of the Fair Market Value of such share, determined as of the Grant Date. “Fair Market Value” means the closing sales price of the Company Common Stock reported the national securities exchange on which such shares are listed on the Grant Date, or if there is no such sale on that date, then on the last preceding date approved by on which such a sale was reported. This grant is subject to vesting as follows: Consultant shall meet with the Compensation Committee Subcommittee every sixty (60) days during the term of this SOW to review the status of the Board Services (each, a “Review Meeting”). Upon successful completion by Consultant of Directorscertain milestones, as may be determined in the sole reasonable discretion of the Subcommittee at each Review Meeting, 33,333.33 options will vest. Options shall vest on each quarterly anniversary until fully vested and exercisable In the event that the relevant milestones have not been successfully completed in the sole reasonable discretion of the Subcommittee at the end time of such Review Meeting, the entire tranche of options subject to vesting at such Review Meeting will be cancelled (i.e., there shall be no partial vesting of any tranche of options). If any portion of the options are cancelled pursuant to the foregoing sentence, then, notwithstanding anything set forth in Section 9(b) of the Agreement, the Agreement and this SOW may thereafter be terminated by either party at any time upon seven (7) days’ written notice to the other party. All options granted pursuant to this section will expire on the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue CodeGrant Date. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date As an inducement for Employee to enter into this Agreement is executedAgreement, the Company Employer shall grant Employee options an option to acquire 30,000 purchase 250,000 shares of Company common stock (subject to adjustment as provided under any applicable stock option plans of Employer (the "Plan")) in Strouds, Inc. (the "Common Stock") with an exercise price equal to the fair market value of the Common Stock on such date ("Initial Grant"). On each of the first and second anniversaries of such date of Initial Grant during the term of this Agreement while Employee is employed by Employer, Employer shall grant Employee an option to purchase an additional 150,000 shares of Common Stock with an exercise price equal to the fair market value of the Common Stock on such date; PROVIDED, HOWEVER, that upon a Change in Control or a termination of Employee's employment by Employer without Cause pursuant to Sections 13(f) or 13(h) or by Employee for Good Reason pursuant to Section 13(g), such additional options shall be immediately granted and the exercise price of the shares covered by such options shall be the average price of Employer's Common Stock for the ninety (90) day period immediately preceding the date of a Change in Control or the termination of employment by Employer without Cause or by Employee for Good Reason, as applicable. To the extent not inconsistent with the terms of this Agreement, the options shall be subject to the terms and conditions herein and of a stock option agreement in substantially the terms of the Company's 2004 Omnibus Incentive Compensation Plan (form attached hereto as Exhibit "A"). Such option A. (b) All options granted pursuant to the above provision shall be substantially in vest at the form set forth in rate of 25% per year on the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share day immediately before each anniversary date of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant of such options, as long as Employee remains employed by Employer on the day immediately before the anniversary date at of the granting of such options. Notwithstanding any other provision in this Agreement, in the event of (i) a rate Change in Control (as defined in the stock option agreement in Exhibit A) or a termination of 8.33% per quarter. The Employee's employment by Employer without Cause pursuant to Sections 13(f) or 13(h) or by Employee for Good Reason pursuant to Section 13(g), all outstanding options and all options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for upon a term of ten years and shall provide that (except as otherwise provided Change in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, Control or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of a termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination employment by Employer without Cause or Retirement, the by Employee for Good Reason shall be immediately and fully vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Planand exercisable; and (ii) cause such awards a termination of Employee's employment by reason of Employee's death or disability before a Change in Control, all outstanding options shall be immediately and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California fully vested and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseexercisable.

Stock Options. In accordance with the provisions of the Company's 2003 Equity Incentive Plan (athe "2003 Plan") On and the date this Agreement specific authorization of the Committee (as that term is executeddefined in the 2003 Plan), the Company shall will grant Employee to the Executive stock options to acquire 30,000 for the purchase of Twenty Thousand (20,000) shares of Company Common Stock ("Option Stock, pursuant and subject to "). The effective date of such grant shall be the terms and conditions herein and the terms date of the Company's 2004 Omnibus Incentive Compensation Plan initial public offering of its Common Stock (attached hereto as Exhibit "AIPO"). Such option ) and, the per share exercise price for said ISOs shall be substantially equal to the Fair Market Value (as defined in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share 2003 Plan) of the options shall be the closing price of the Company Common Stock on the effective date approved by the Compensation Committee of the Board of Directorsgrant. Options The options shall vest in five (5) equal annual installments, with the first annual installment vesting on each quarterly anniversary until fully vested and exercisable at the end of the third first anniversary of the date of grant date at a rate of 8.33% per quarterthe options. The options to be granted pursuant to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that this paragraph are not intended to be qualify as incentive stock options under Section 422 of the Internal Revenue Code. (b"ISOs") Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan 2003 Plan, to the maximum extent permitted by law and applicable regulations. Executive understands that the Committee may designate a portion of the options granted under this paragraph to be non-qualified options, if necessary to comply with applicable law and regulations related to ISOs. The options to be granted pursuant to this paragraph shall be for subject to such other terms and conditions that are consistent with the 2003 Plan, as determined by the Committee in its sole discretion, and such terms and conditions shall be reflected in one or more option agreement(s) entered into between Executive and the Company pursuant to the 2003 Plan. Notwithstanding anything to the contrary contained in this Agreement or the 2003 Plan, all options to acquire Option Stock shall irrevocably vest thirty (30) calendar days prior to the scheduled consummation of a term Change of ten years and shall provide Control (as defined herein by reference to the 2003 Plan). If any change(s) in the federal income tax laws materially affect tax treatment of Employee with respect to an option or the Option Stock, the parties agree to negotiate in good faith to reach an agreement that (except as otherwise provided will take advantage of, or minimize the disadvantages of, such changes. As used in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On Subject to Executive commencing his employment hereunder as the date this Agreement is executedCompany's Chief Scientific Officer on the Commencement Date, the Company Executive shall grant Employee be granted options to acquire 30,000 purchase an aggregate of 150,000 shares of Company Common StockStock of the Company, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Enzon, Inc. Non-Qualified Stock Option Plan, as amended (the "Option Plan"), and the Notice of Option Grant (attached hereto as Exhibit "B")A. Except as otherwise provided herein the Option Plan shall govern the terms of the options granted herein. Executive acknowledges that he has received and reviewed a copy of the Option Plan. The exercise price per share of the such options shall be the closing last reported sale price of a share of Common Stock as reported by the Nasdaq Stock Market on the Commencement Date. Such options shall vest and become exercisable (a) as to 100,000 of such options, at the rate of 20,000 shares per year, commencing on the first anniversary of the Commencement Date, provided that any unvested portion of such 100,000 options shall immediately vest and become exercisable (subject to the requirement in the Option Plan that such options not be exercisable for the six months after the grant date thereof) when the last reported sale price of a share of the Common Stock is at least one hundred dollars ($100.00) as reported on the Nasdaq Stock Market for at least twenty (20) consecutive trading days, and (b) as to 50,000 of such options, on the fifth anniversary of the Commencement Date, provided such 50,000 options shall immediately vest and become exercisable (subject to the requirement in the Option Plan that such options not be exercisable for the six months after the grant date thereof) on the date on which the audited financial statements of the Company Common Stock on for a fiscal year are issued, which report net annual revenues of not less than Fifty Million Dollars ($50,000,000) from the date approved by commercial sale of product(s) used for organ rejection or autoimmune diseases ("Organ Rejection and Autoimmune Products"), provided in the Compensation Committee case of the Board each of Directors. Options shall vest on each quarterly anniversary until fully vested clause (a) and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (this paragraph that, except as otherwise provided in this Agreement: a) in the event Employee's service with Section 10 hereof, Executive is then employed by the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all on a full-time basis as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion its Chief Scientific Officer. For purposes of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company this Section "net annual revenues" shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to mean the Company's 2004 Omnibus Incentive Compensation Plan to be included in revenues for a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares fiscal year of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws Company derived from "net sales" of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.Organ Rejection and

Stock Options. (a) On the date this Agreement is executed, the Company The Executive shall grant Employee be granted stock options to acquire 30,000 purchase an aggregate of one million (1,000,000) shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan common stock on the date his employment begins. Five hundred thousand (attached hereto 500,000) shares shall be granted as Exhibit incentive stock options (the "AInitial Grant") to the extent permitted by law and, to the extent not an incentive stock option, shall be transferable by the executive for estate planning purposes. The terms of the Initial Grant shall be stated in two separate stock option agreements (one an incentive stock option and the other a non-qualified stock option, the "Initial Grant Stock Option Agreements"). Such option , which both parties shall be substantially sign in accordance with the form set forth in Company's 1996 Stock Option/Stock Issuance Plan, as amended and restated as of April 30, 2001 (the Non-Qualified Stock Option Grant (attached hereto as Exhibit "BPlan"). The exercise price per share shall be equal to the fair market value per share, as defined by the Plan, on the date these options are granted to the Executive. The shares subject to the Initial Grant shall vest in the following five (5) installments, with vesting of the options first installment to occur upon the hire date (the "Vesting Commencement Date") and continued vesting annually thereafter upon the Executive's completion of each additional year of service measured from the first anniversary of the Vesting Commencement Date through the fourth anniversary of the Vesting Commencement Date: Vesting Commencement Date 150,000 First Anniversary of the Vesting Commencement Date 125,000 Second Anniversary of the Vesting Commencement Date 100,000 Third Anniversary of the Vesting Commencement Date 75,000 Fourth Anniversary of the Vesting Commencement Date 50,000 Five hundred thousand (500,000) shares shall be granted as nonqualified stock options (the closing price "Rescindable Grant") and shall be transferable by the executive for estate planning purposes; provided, however, that the Rescindable Grant shall be rescinded if a majority of the stockholders of the Company Common Stock on vote against the date approved by the Compensation Committee amendment and restatement of the Board Plan to increase the maximum number of Directors. Options shall vest on each quarterly anniversary until fully vested shares with respect to which stock options, stock appreciation rights and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory direct stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options issuances may be granted to Employee an individual in any calendar year from five hundred thousand (500,000) shares of Company common stock to one million (1,000,000) shares of Company common stock. The Company agrees that it shall submit such amendment and restatement of the discretion Plan for approval of its stockholders at the earliest opportunity, but not later than June 30, 2001, and that the Board shall recommend such approval to the stockholders of the Company. The Company terms of the Rescindable Grant shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 be stated in a minimum amount stock option agreement (the "Rescindable Grant Stock Option Agreement"), which both parties shall sign in accordance with the Plan. The exercise price per share shall be equal to the fair market value per share, as defined by the Plan, on the date this option is granted to the Executive. The shares subject to the Rescindable Grant shall vest in the following five (5) installments, with vesting of options the first installment to purchase 10,000 occur upon the Vesting Commencement Date and continued vesting annually thereafter upon the Executive's completion of each additional year of service measured from the first anniversary of the Vesting Commencement Date through the fourth anniversary of the Vesting Commencement Date; provided, however, that, except as provided below, vested shares subject to the Rescindable Grant may only be exercised after June 15, 2002. Vesting Commencement Date 150,000 First Anniversary of the Vesting Commencement Date 125,000 Second Anniversary of the Vesting Commencement Date 100,000 Third Anniversary of the Vesting Commencement Date 75,000 Fourth Anniversary of the Vesting Commencement Date 50,000 Notwithstanding the foregoing, vested shares subject to the Rescindable Grant may be exercised on or before June 15, 2002, but only following stockholder approval of the amendment and restatement of the Plan to increase the maximum number of shares with respect to which stock options, stock appreciation rights and direct stock issuances may be granted to an individual in any calendar year to one million (1,000,000) shares of Common Stockcommon stock. The total options granted Notwithstanding the foregoing vesting schedules, both the Initial Grant and the Rescindable Grant shall not exceed 50,000 shares during become fully vested and exercisable upon the Contract Termeffective date of a "Change in Control," a "Corporate Transaction," or a "Hostile Take-Over," as such terms are defined in the Plan, inclusive whichever event shall first occur while the Executive is employed by the Company or Westaff and notwithstanding any assumption, substitution or replacement of such Grants in connection with such event. At termination of the initial 30,000 Share Option Grant. employment relationship by either party, both the Initial Grant and the Rescindable Grant must be exercised within three (c3) For so long as months from the Company remains a public companydate of termination; provided, Company shall use commercially reasonable efforts to: however, that (i) cause should termination of the Executive's employment be for Cause, as defined herein, such Grants shall be cancelled upon the date of such termination, and (ii) should termination of Executive's employment be on account of death or disability or without Cause, such Grants shall remain exercisable for twelve (12) months from the date of such termination. The Company agrees to register the shares of Common Stock reserved for issuance to Employee pursuant Company common stock subject to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (Initial Grant and the "Registration Statement") relating to the registration Rescindable Grant under the Securities Act of 1933 (the "Act") of no less than 3,750,000 so that such shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to will be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisepublicly tradable.

Stock Options. (ai) On The Corporation acknowledges that (x) the date Board on December 21, 1995 awarded the Executive, subject to shareholder approval, stock options covering an aggregate of 300,000 shares of Common Stock $.01 par value, of the Corporation ("Common Stock") and (y) such award was approved by all requisite action at a special meeting of shareholders of the Corporation held on February 16, 1996. In each calendar year during the term of this Agreement is executedthese options shall vest and become exercisable in the maximum amount that can vest and become exercisable and also qualify as an Incentive Stock Option ("Incentive Stock Options") as defined in Section 422(b) of the Internal Revenue Code of l986, as amended (the Company "Code"). These options are intended to qualify as Incentive Stock Options and shall grant Employee options be deemed to acquire 30,000 shares have been granted under the 1995 Stock Option Plan of Company Common Stock, pursuant the Corporation and subject to shall be governed by the terms and conditions herein provisions of such plan except as inconsistent with the terms and provision of this Agreement in which event the terms and provisions of this Agreement shall govern and control to the extent such terms and provisions do not adversely affect the status of such options as Incentive Stock Option. The options granted hereunder not qualifying as Incentive Stock Option shall be nonqualified options not granted under any plan of the Corporation. The options once vested shall remain exercisable until the tenth (10th) anniversary of the date of grant except as provided in Paragraph 6 (v) and will be non-transferable inter vivos except to or for the benefit of members of the Executive's immediate family and will be transferable upon the Executive's death by will or other testamentary disposition or by any applicable statute in the event of intestacy. The Executive's immediate family shall mean and include the Executive and his spouse, their issue, their parents, their siblings, the descendants of their siblings and the terms spouse of each of the Company's 2004 Omnibus Incentive Compensation Plan foregoing. The nonqualified options shall vest on December 21, 2000 (attached hereto as Exhibit the "ANormal Vesting Date"). Such ; PROVIDED, HOWEVER, that the vesting of such option shall may be substantially in accelerated as follows: (x) 75,000 of the form set forth in nonqualified options will become fully vested at such times as average Per Share Closing Price of the Non-Qualified Common Stock Option Grant for ten trading days during a period of twenty consecutive trading days equals or exceed $10.25 (attached hereto the "First Accelerated Vesting Date"), (y) 100,000 of the nonqualified options will become fully vested at such times as Exhibit average Per Share Closing Price of the Common Stock for ten trading days during a period of twenty consecutive trading days equals or exceed $12.25 (the "BSecond Accelerated Vesting Date") and (z) 125,000 of the nonqualified options will become fully vested at such times as average Per Share Closing Price of the Common Stock for ten trading days during a period of twenty consecutive trading days equals or exceed $14.25 (the "Third Accelerated Vesting Date"). The per share exercise price per share of each of the foregoing options shall be $8.87, the closing price fair market value of the Company Common Stock on the date approved by of grant, to wit, December 21, 1995. At the Compensation Committee option of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end Executive, all or any portion of the third anniversary exercise price of any option may be paid by surrendering options for cancellation in which event the Executive will receive credit against the exercise price of options to be exercised in the amount of the grant date at a rate of 8.33% per quarter. The options granted to Employee under difference between the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 exercise price of the Internal Revenue Codeoption so surrendered and the then Per Share Closing Price of the shares subject to the surrendered options. (bii) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except Except as otherwise provided in this Agreement: aclauses (iii) and (v) below, the Executive must be employed by the Corporation on the First Accelerated Vesting Date, Second Accelerated Vesting Date and Third Accelerated Vesting Date in order to be entitled to thereafter exercise the event Employee's service with respective options which have become fully vested on such dates. The Executive need not be employed by the Company terminates for any reason except termination without CauseCorporation on the Normal Vesting Date to be entitled to thereafter exercise the options which have become fully vested on such date. (iii) Notwithstanding the foregoing, death, Disability, or Retirement the options shall be fully vested and be immediately exercisable upon the occurrence of a Change in Control (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit AParagraph 10(b). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant). (civ) For so long as purposes of this Paragraph 6(a), "average Per Share Closing Price" shall mean the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause average of the shares high and low prices of the Common Stock reserved for issuance to Employee pursuant to on the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 National Association of Securities Dealers' Automated Quotation (the "Registration Statement"National Market) relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions System as reported in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseWALL STREET JOURNAL - EASTERN EDITION.

Stock Options. (a) On As of the date of this Agreement Agreement, Executive is executed, the Company shall grant Employee hereby granted options to acquire 100,000 shares of Sabratek's common stock (the "Base Options") pursuant to Sabratek's Amended and Restated 1993 Stock Option Plan (the "Option Plan"). The Base Options shall have a 10-year term and shall have an exercise price per share equal to the closing sales price for the Sabratek common stock on the trading day prior to the date of grant. Subject to the provisions of this paragraph 4, the Base Options shall vest and become exercisable by Executive as follows: (i) Base Options to Purchase 40,000 shares shall be fully vested and exercisable at the date hereof; (ii) Base Options to purchase 30,000 shares shall vest and become exercisable on the first anniversary of the date hereof; (iii) Base Options to purchase 20,000 shares shall vest and become exercisable on the second anniversary of the date hereof; and (iv) Base Options to purchase 10,000 shares shall vest and become exercisable on the third anniversary of the date hereof. (b) In addition, as of the date of this Agreement, Executive is also hereby granted additional options to acquire 100,000 shares of Sabratek's common stock (the "Additional Options") pursuant to the Option Plan. The Additional Options shall have a 10-year term and shall have an exercise price per share equal to the closing sales price for the Sabratek common stock on the trading day prior to the date of grant. Subject to the provisions of this paragraph 4, the Additional Options shall vest and become exercisable by Executive as follows: (i) Additional Options to purchase 50,000 shares shall vest and become exercisable on the first anniversary of the date hereof; (ii) Additional Options to purchase 25,000 shares shall vest and become exercisable on the second 3 anniversary of the date hereof; and (iii) Additional Options to purchase 25,000 shares shall vest and become exercisable on the third anniversary of the date hereof. (c) If the Employment Period is terminated by the Company Common Stockfor Cause (as defined below) or is terminated because of the death or permanent disability or incapacity (which shall mean the inability on a permanent basis to carry out the duties and responsibilities of the position on an effective basis due to casualty, pursuant illness, injury, or other impairment of mental, physical or emotional faculties, as determined by the CEO exercising reasonable judgment) of Executive, (i) all unvested Base Options will immediately vest and become exercisable and (ii) all unvested Additional Options will immediately be forfeited to the Company and Executive will have no further rights in respect thereof. (d) If the Employment Period is terminated by the Company without Cause or in the event of a Sabratek Change of Control (as defined below), all unvested Base Options and all unvested Additional Options will immediately vest and become exercisable. (e) If the Employment Period is terminated by the resignation of Executive, all unvested Base Options and all unvested Additional Options will immediately be forfeited to the Company and Executive will have no further rights in respect thereof. (f) Following termination of the Employment Period for any reason, all vested Base Options and vested Additional Options shall be exercisable by Executive (or his executor, administrator or other legal representative) for a period of 60 days from the date of termination. (g) At the time of the grant of the Base Options and Additional Options, Executive shall be issued an option grant letter in the form customarily used by the Company for option grants made under the Option Plan, and the Base Options and the Additional Options shall be subject to the terms and conditions herein and of the Option Plan in addition to the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Codethis Agreement. (bh) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service If Executive is still employed with the Company terminates for any reason except termination without Causeon March 31, death2000, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close election of business at Company headquarters on Executive and upon the written request of Executive made within ten days following such date of termination of Employee's service with (or if the Company; and b) if Employee's service with Employment Period is terminated by the Company terminates due to termination without Cause or Retirementprior thereto, within ten days following such termination), the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under repurchase from Executive all vested and unexercised Base Options held by Executive for a purchase price equal to $18.00 per Base Option. Such purchase price (net of any required tax withholding) shall be payable by the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in delivery of a minimum amount cashiers or certified check payable to Executive or wire transfer of options immediately available funds to purchase 10,000 shares of Common Stockan account designated by Executive. The total options granted From and after such payment, Executive shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Granthave no further rights with respect to such Base Options. (ci) For so long as the Company remains purposes of this paragraph 4, a public company, Company "Sabratek Change of Control" shall use commercially reasonable efforts to: be deemed to occur upon (i) cause the shares sale of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares all or substantially all of the Company's Common Stockassets of Sabratek, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered a merger or otherwise exempt under consolidation of Sabratek with another corporation, or an exchange of the securities of Sabratek for the securities of another corporation, with the result that the shareholders of Sabratek immediately before such merger, consolidation or blue sky laws exchange own less than a majority of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.

Stock Options. (a) On the date this Agreement is executed, the Company shall grant Employee options to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms For each calendar year during which part of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory ------------- Employment Period occurs, you will receive stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b"Stock Options") Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus 2002 Stock Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration StatementIncentive Plan") relating in accordance with the following terms and conditions: (i) The aggregate value on the date of grant (such value to be determined by the registration under Compensation Committee in its sole discretion using the Securities Act Black-Scholes method of 1933 valuation and accounting for risk of forfeiture consistent with the methodology used for other senior executive officers, provided, however, that when using the Black-Scholes valuation method for your Stock Options, it shall be assumed that the Stock Options shall all expire on December 31, 2009) of all Stock Options granted you in each calendar year during which part of the Employment Period occurs shall equal $1,750,000; provided, however, that you will be granted Stock Options for 2003 at a value such that the sum of the value of such Stock Options plus the value of the stock option granted to you on March 12, 2003 (the "ActMarch 12 Grant") assuming that the options subject to the March 12 Grant shall expire on December 31, 2009, will equal $1,750,000 (all such values to be determined by the Compensation Committee in its sole discretion using the Black-Scholes method of no less than 3,750,000 shares valuation and accounting for risk of forfeiture as provided above in this Section 4(d)(i)), and it is understood that the March 12 Grant (and all other stock options previously granted to you) shall not be considered a "Stock Option" for purposes of this Agreement. (ii) Each Stock Option shall have an exercise price equal to 100% of the fair market value of Company common stock on the applicable grant date. (iii) Stock Options shall be granted at the same time stock option grants are made to other senior executives of the Company's Common Stock, issuable and subject to this Section 4(d), shall be on terms and conditions (including vesting schedule) substantially similar to those of stock options granted to such other senior executives; provided, however, that for 2003, in light of the fact that stock options have already been granted to senior executives of the Company (and you, pursuant to the Company's 2004 Omnibus Incentive Compensation PlanMarch 12 Grant), the Company will grant Stock Options at a time other than when stock options are granted to other senior executives; and, provided, further, that if your employment is terminated due to death or Disability, all Stock Options previously granted shall vest in full. (iiiv) cause such awards If you remain continuously employed with the Company until December 31, 2006, on the termination date of your employment (including, without limitation, a termination for any reason after December 31, 2006) you shall be considered to have retired and shall be given three years thereafter to exercise the Stock Options and the March 12 Grant, all of which shall be fully vested and exercisable. In addition, if your employment is terminated prior to December 31, 2006 by the Company without Cause or by you for Good Reason, you shall be given one year thereafter to exercise any Stock Options that were vested as of the date of such termination. (v) Any shares issuable of Company stock acquired pursuant to exercise of Stock Options or the March 12 Grant shall be subject to the following restrictions on sale and transferability (except as limited below): With respect to any exercise prior to December 31, 2007, you will be immediately permitted to sell only 25% of the net shares acquired pursuant to such awards exercise, and you must retain the remainder of the net shares in accordance with the following: you will be permitted to sell half of such remaining net shares only on or after December 31, 2007, and you will be permitted to sell the remaining half of such remaining net shares only on or after December 31, 2008. With respect to any exercise on or after December 31, 2007 but prior to December 31, 2008, you will be immediately permitted to sell 62.5% of the net shares acquired pursuant to such exercise, and you will be permitted to sell the remaining 37.5% of such net shares only on or after December 31, 2008. The foregoing restrictions on sale and transferability shall be limited by each of the following: (x) you shall be permitted at any time to transfer shares to any one or more of your spouse, children, or grandchildren, one or more trusts for the primary benefit of you or any or all of them, or limited partnerships or other entities wholly-owned by you or any one or more of the other individuals or entities referred to in this clause (x), provided that such transferred shares shall be deemed to be registered held by you for purposes of the restrictions on sale and transfer under this Section 4(d)(v), (y) the restrictions on sale and transfer shall not apply to any involuntary transfer or otherwise exempt under a transfer by operation of law, such as upon the securities consummation of a merger or blue sky laws of California and such other jurisdictions in the United States as may be applicable; connection with a bankruptcy proceeding, and (iiiz) the restrictions on sale and transfer shall automatically terminate upon your death or your Disability. Additionally, upon a termination of your employment by the Company without Cause or by you for Good Reason, the Company shall determine in good faith whether to maintain waive the foregoing restrictions on sale and transferability, it being agreed that the Company will, in making such determination, operate under a current prospectus and presumption that such restrictions shall generally be waived. For purposes of this Section 4(d)(v), the "net shares acquired pursuant" to cause a stock option exercise shall mean (A) the number of shares which are purchased pursuant to such Common Stock exercise minus (B) any such shares which are not distributed to be listed on you in order to satisfy applicable tax withholding or in order to pay the principal exchange exer- cise price (or exchanges which are sold by you to reimburse yourself for any advance of any such withholding or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseexercise price).

Stock Options. (a) On Subject to the date this Agreement is executed, approval of the Company shall grant Employee options Board and pursuant to acquire 30,000 shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus ’s stock option plan(s), as soon as practical after the Effective Date Company will grant Employee options to purchase one hundred thousand (100,000) shares of the Company’s Class A common stock (the “Option”) under such terms and conditions as provided for under the Company’s Amended and Restated 1996 Long-Term Incentive Compensation Plan (attached hereto as Exhibit "A"). Such option shall be substantially in “the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that Plan”) which are not intended to be incentive stock options inconsistent with clause (b) below. To the maximum extent permitted under Section 422 of the Internal Revenue Code, the Options are intended to qualify as “incentive stock options.” (b) Each option The Option shall be granted subject to the following terms and conditions: (i) the Option shall be granted under the terms Company’s Stock Option Plan; (ii) the exercise price per share of each Option shall be equal to the greater of the 2004 Omnibus Incentive Compensation Plan shall be for a term 30-day trailing average price of ten years and shall provide that (except as otherwise provided in this Agreement: a) in the event Employee's service with common stock from the Company terminates for any reason except termination without Cause, death, Disability, date of grant or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters closing price on the date of the grant (with the grant date as August 25, 2003); (iii) the Option shall be vested as to 33 1/3% of the shares subject to the Option on the first anniversary of the date of grant and as to an additional 33 1/3% of the shares subject to the Option on each of the second and third anniversaries of the date of grant; provided, that, the Option shall cease to vest upon the termination of Employee's service with ’s employment; (iv) the Company; and b) if Employee's service with Option shall be exercisable for the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after ten year period following the date of grant; provided, that, upon the termination of Employee's termination without Cause ’s employment, the Option shall remain exercisable only for the period as provided in the Stock Option Plan or Retirement (all the Stock Option Agreement as defined in herein, depending on the 2004 Omnibus Incentive Compensation Plan - Exhibit Acircumstances of such termination; and (v) each Option shall be evidenced by, and subject to, a stock option agreement whose terms and conditions are consistent with the terms hereof (the “Stock Option Agreement”). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as During the Company remains a public companyEmployment Period, Company Employee shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan be eligible to be included granted performance shares and additional options consistent with grants made to other executive officers, in all cases as determined by the Board (or a registration statement on Form S-8 (the "Registration Statement"committee thereof) relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseits sole discretion.

Stock Options. (a) On the date this Agreement is executedhereof (the "Transfer Date"), the Company BWI shall grant to the Employee options pursuant to acquire 30,000 BWI's 1993 Stock Option and Incentive Plan (the "Plan") an option to purchase 25,000 shares of Company common stock, par value of $.01 per share, of BWI (the "BWI Common Stock, pursuant and subject to the terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation Plan (attached hereto as Exhibit "A"). Such On each of the first, second, and third anniversaries of the date hereof, BWI shall grant to Employee under the Plan (or any successor plan) an option to purchase 25,000 shares of BWI Common Stock (the total options to which Employee is entitled under this Section 1.1.4 shall be substantially in referred to as the form set forth in the Non-Qualified Stock Option Grant (attached hereto as Exhibit "BOptions"). The exercise price per share of for the options Options shall be the closing price fair market value of the Company BWI Common Stock on the date approved by the Compensation Committee respective grant dates and each of the Board of Directors. Options shall vest 25% on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary first four (4) anniversaries of the respective grant date at a rate of 8.33% per quarterdates. The options granted to Employee under To the 2004 Omnibus Incentive Compensation Plan maximum extent permissible, the Options shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 options. The other terms of the Internal Revenue CodeOptions shall be as set forth in the grant letters attached hereto as Exhibit A-1 and Exhibit A-2. BWI agrees to continue to register the BWI Common Stock issuable upon the exercise of Options granted under the Plan on Form S-8 (or any successor form). (b) Each option granted under In the terms event that changes in the BWI Common Stock of the 2004 Omnibus Incentive Compensation type described by Section 10 of the Plan occur prior to any of the anniversaries of the date hereof, the number and kind of securities as to which BWI shall thereafter be obligated to grant an option or options to the Employee pursuant to this Section 1.1.4 shall be for a term adjusted as appropriate as contemplated by Section 10 of ten years and shall provide that (except the Plan as otherwise provided in this Agreement: a) in if such options had already been granted to the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on Employee prior to the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined such change in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of BWI Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as BWI's obligations to issue options under this Section 1.1.4 are an integral part of this Agreement and BWI agrees never to assert that the Company remains a public company, Company general disclaimer of Section 14 of the Plan to the effect that BWI shall use commercially reasonable efforts to: (i) cause not bind itself to award shares under the shares of Common Stock reserved for issuance Plan invalidates or limits in any way BWI's obligations to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercisethis Section 1.1.4.

Stock Options. (a) On The Company hereby agrees grant to the date this Agreement is executedEmployee, as of the Company shall grant Employee Effective Date, options to acquire 30,000 purchase 1,100,000 shares of Company the Corporation's Common Stock, 500,000 of which (the "Plan Options") are to be granted pursuant to the Option/Stock Issuance Plan and 600,000 of which (the "Non-Plan Options") are to be granted under an option agreement between the Corporation and the Employee, which agreement is attached as EXHIBIT A (the "Option Agreement"). All of the granted options shall be subject to the following terms: (i) The Plan Options shall be considered Incentive Stock Options to the maximum extent permitted in each calendar year under Section 422(d) of the Internal Revenue Code of 1986, as amended. All other of the options granted shall be non-statutory stock options. (ii) All options shall have a term of ten (10) years from the Effective Date, subject to earlier termination following the optionee's cessation of service with the Company. The exercise price of the options granted shall be equal to the closing price per share on the Effective Date, as such price is reported by the Nasdaq Stock Market, which price is deemed for purposes of the Option/Issuance Plan and the Option Agreement to be the fair market value per share of Common Stock as of the Effective Date. (iii) One-quarter of the shares covered by such options shall become exercisable on the anniversary of the Effective Date and 1/48 of the shares covered by such options shall become exercisable upon the day corresponding to the Effective Date of each of the thirty-six months following the first anniversary of the Effective Date, so that the options will be fully exercisable on the fourth anniversary of the Effective Date in 2003. (iv) Should the Employee for any reason (other than for Cause, as defined in Section 6 of this Agreement) cease to remain in Service (as defined in the applicable option agreement) to the Corporation while such options are outstanding, then the Employee shall have a period of time as specified in the option agreements for the Plan Options and the Non-Plan Options during which to exercise such options, but in no event shall such options be exercisable at any time after their expiration date. (v) In each fiscal year of the Company that the Employee chooses to exercise such options, he shall exercise those options that are exercisable in the following order: (A) First, the Employee shall exercise exercisable Non-Plan Options until the aggregate spread between the exercise price and the fair market value of option shares on the date of exercise is equal to any excess of One Million Dollars ($1,000,000.00) over the amount of compensation other than from exercise of Plan Options that the Employee reasonably expects to receive in such fiscal year. (B) Second, the Employee shall exercise exercisable Plan Options. (C) The Employee shall not exercise additional Non-Plan Options in such fiscal year until he has exercised all of his then exercisable Plan Options. (vi) The remaining terms and conditions herein and the terms of the Company's 2004 Omnibus Incentive Compensation such Plan (attached hereto as Exhibit "A"). Such option Options shall be substantially in the form as set forth in the Company's standard form option agreement and the Option/Issuance Plan and the remaining terms and conditions of the Non-Qualified Stock Option Grant (attached hereto Plan options are as Exhibit "B"). The exercise price per share of the options shall be the closing price of the Company Common Stock on the date approved by the Compensation Committee of the Board of Directors. Options shall vest on each quarterly anniversary until fully vested and exercisable at the end of the third anniversary of the grant date at a rate of 8.33% per quarter. The options granted to Employee under the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 of the Internal Revenue Code. (b) Each option granted under the terms of the 2004 Omnibus Incentive Compensation Plan shall be for a term of ten years and shall provide that (except as otherwise provided in this Agreement: a) set forth in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined Option Agreement in the 2004 Omnibus Incentive Compensation Plan - Exhibit A) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates due to termination without Cause or Retirement, the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination without Cause or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion of the Company. The Company shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grant. (c) For so long as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933 (the "Act") of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exercise.EXHIBIT A.

Stock Options. (ai) On Subject to Board approval, to the date this Agreement is executedextent not already granted, the Company shall grant Employee to the Executive stock options to acquire 30,000 purchase shares of Company Common Stock, pursuant and subject to the terms and conditions herein and the terms Stock of the Company up to 500,000 under the Company's 2004 Omnibus ’s 2023 Stock Incentive Compensation Plan (attached hereto the “Plan”), as Exhibit "A"). Such option shall be substantially in the form set forth in the Non-Qualified Stock Option Grant amended (attached hereto as Exhibit "B"). The each an “Option”) at an exercise price per share of $1.50, which is not less than the options shall be the closing price current fair market value of the Company Common Stock on underlying Option as of the date approved by the Compensation Committee of the Board of Directors. grant. (ii) The Options shall vest and become exercisable on each quarterly anniversary until fully vested and exercisable at a cumulative basis with 25% to vest upon the end of the third first anniversary of the grant date at a rate Effective Date of 8.33% per quarter. The options granted to Employee under this Agreement and in thirty-six (36) substantially equal monthly installments over the 2004 Omnibus Incentive Compensation Plan shall be nonstatutory stock options that are not intended to be incentive stock options under Section 422 thirty-six (36) month period beginning on the last day of the Internal Revenue Code. (b) Each option granted under month following the terms first anniversary of the 2004 Omnibus Incentive Compensation Plan shall be for Effective Date of this Agreement and the last day of each month thereafter; provided that the Executive continues to have a term of ten years and shall provide that Service Relationship (except as otherwise provided in this Agreement: a) in the event Employee's service with the Company terminates for any reason except termination without Cause, death, Disability, or Retirement (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit Aadopted as upon the Initial Series C Closing) the vested portion of each option will expire at the close of business at Company headquarters on the date of termination of Employee's service with the Company; and b) if Employee's service with the Company terminates through each such date. (iii) Notwithstanding the foregoing, all of the Options shall automatically vest upon the Executive’s Termination by the Company due to termination Change in Control (defined herein). (iv) Notwithstanding the foregoing, an additional nine (9) monthly installments of Options shall automatically vest upon Non-Renewal of this Agreement by the Company. (v) Notwithstanding the foregoing, (A) if the Executive is terminated during the Initial Period without Cause or Retirementthe Executive resigns for Good Reason, as those terms are defined herein, then an additional fifteen (15) monthly installments of Options shall automatically vest, and (B) if the vested portion of each option will expire at the close of business at Company headquarters on the date two months after the date of the Employee's termination Executive is terminated during any renewal Period without Cause or Retirement the Executive resigns for Good Reason, as those terms are defined herein, then an additional six (all as defined in the 2004 Omnibus Incentive Compensation Plan - Exhibit A). Additional options may be granted to Employee in the discretion 6) monthly installments of the Company. The Company Options shall grant Employee additional option awards under the 2004 Omnibus Incentive Compensation Plan each successive year during the Contract Term beginning in November 2007 in a minimum amount of options to purchase 10,000 shares of Common Stock. The total options granted shall not exceed 50,000 shares during the Contract Term, inclusive of the initial 30,000 Share Option Grantautomatically vest. (cvi) For so long Notwithstanding the forgoing, in the case of Termination in the Event of Executive’s Disability or Death, a minimum of 25% of the Options shall automatically vest. (vii) All unvested Options shall automatically terminate upon the Executive’s termination for Cause or resignation without Good Reason (defined herein). (viii) All Options shall be subject to other standard terms and conditions, not inconsistent with the foregoing, as the Company remains a public company, Company shall use commercially reasonable efforts to: (i) cause the shares of Common Stock reserved for issuance to Employee pursuant to are contained in the Company's 2004 Omnibus Incentive Compensation Plan to be included in a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act ’s standard form of 1933 (the "Act") Notice of no less than 3,750,000 shares of the Company's Common Stock, issuable pursuant to the Company's 2004 Omnibus Incentive Compensation Plan; (ii) cause such awards Grant and the shares issuable pursuant to such awards to be registered or otherwise exempt under the securities or blue sky laws of California and such other jurisdictions in the United States as may be applicable; and (iii) to maintain a current prospectus and to cause such Common Stock to be listed on the principal exchange or exchanges or qualified for trading on the principal over-the-counter market on which the Company's Common Stock is then listed or traded, so long as any Options remain outstanding and have not been exercised or terminated and for a period of five years after exerciseOption Agreement.