<PAGE>

                                               Registration No. 333-________

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                             BOSS HOLDINGS, INC.
                             -------------------
             (Exact Name of Registrant as Specified in Charter)

               Delaware                                 58-1972066
     ----------------------------          ------------------------------------
     (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

               221 West First Street, Kewanee, Illinois 61443
               ----------------------------------------------
                  (Address of Principal Executive Offices)

                          2004 STOCK INCENTIVE PLAN
                          -------------------------
                          (Full Title of the Plan)

                             J. Bruce Lancaster
                           Chief Financial Officer
                            221 West First Street
                           Kewanee, Illinois 61443
                               (309) 852-2131
                               --------------
          (Name, Address and Telephone Number of Agent for Service)

                                 Copies to:
                           Leonard J. Essig, Esq.
                        Lewis, Rice & Fingersh, L.C.
                       500 North Broadway, Suite 2000
                          St. Louis, Missouri 63102
                               (314) 444-7600

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    Proposed              Proposed
       Title of                Amount                Maximum               Maximum              Amount of
     Securities to              to be            Offering Price           Aggregate           Registration
     be Registered          Registered(1)           Per Share          Offering Price              Fee
================================================================================================================
<S>                          <C>                  <C>                  <C>                       <C>
Common Stock,
($0.25 par value)              40,000                $7.50(2)              $300,000(2)             $32.10
----------------------------------------------------------------------------------------------------------------
Common Stock,
($0.25 par value)             110,000(3)             $7.95(3)              $874,500(3)             $93.57
----------------------------------------------------------------------------------------------------------------
TOTAL AMOUNT                  150,000                                    $1,174,500                $125.67
===============================================================================================================

<FN>
         (1) In addition, pursuant to Rule 416 under the Securities Act of
1933, this Registration Statement also covers (a) an indeterminable number
of shares that may be offered and issued pursuant to stock splits, stock
dividends or similar transactions, and (b) an indeterminable amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.

         (2) Represents the exercise price of outstanding options which have
been granted under the 2004 Stock Incentive Plan.

         (3) Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, the amount set forth represents the average of the high and low bid
and asked price for the Registrant's common stock on March 27, 2006, such
being a date within five (5) business days prior to the date of filing of
this Registration Statement.

         (4) Pursuant to the terms of the Plan, shares may be issued as a
result of awards and/or exercise of stock grants, stock options or stock
appreciation rights.
</TABLE>



<PAGE>
<PAGE>

        PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

<FN>
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.

        PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Information contained in the following documents of Boss Holdings,
Inc. (the "Registrant") filed with the Securities and Exchange Commission
(the "Commission") is incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, as filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act");

         (b) The description of the Registrant's common stock contained in
the Registrant's registration statement on Form SB-2 under the Securities
Act, Registration No. 33-73118-A, and including any amendment or report
filed for purposes of updating such description.

         All reports and other documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports
and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         This item is inapplicable as the securities to be offered are
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation - a derivative action), if they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

         Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder, such
as the Registrant, eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its stockholders for
monetary damages for a breach of his or her fiduciary duties.



                                      1

<PAGE>
<PAGE>

Article 10, Section 1 of the Registrant's Certificate of Incorporation
eliminates the liability of directors to the extent permitted by Section
102(b)(7).

         Article 6 of the Registrant's By-laws requires indemnification to
the fullest extent permitted under Delaware law of any person who is or was
a director or officer of the Registrant who is or was involved or threatened
to be made so involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such
person is or was serving as a director, officer or employee of the
Registrant or any predecessor of the Registrant or was serving at the
request of the Registrant as a director, officer or employee of any other
enterprise.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIM

         None

ITEM 8.  EXHIBITS

         (a) The following exhibits are submitted herewith or incorporated
by reference herein.

         Exhibit
         Number     Exhibit
         -----      -------

           4        2004 Stock Incentive Plan

           5        Opinion of Lewis, Rice & Fingersh, L.C.

         23(a)      Consent of McGladrey & Pullen, LLP

         23(b)      Consent of Lewis, Rice & Fingersh, L.C. (included in
                    Exhibit 5)

           24       Powers of Attorney

         (b) Pursuant to Instruction (b) under Item 8 of Form S-8, the
Registrant undertakes that it will submit or has submitted the 2004
Incentive Stock Plan and any amendments thereto to the Internal Revenue
Service in a timely manner and has made or will make all changes required by
the Internal Revenue Service in order to qualify the plans under Section 401
of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement;

                           (i) to include any prospectus required by Section
                10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or
                events arising after the effective date of the Registration
                Statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate, represent
                a fundamental change in the information set forth in the
                Registration Statement. Notwithstanding the foregoing, any
                increase or decrease in volume of securities offered (if the
                total dollar value of securities offered would not exceed
                that which was registered) and any deviation from the low or
                high end of the estimated maximum offering range may be
                reflected in the form of prospectus filed with the
                Commission pursuant to Rule 424(b) if, in the aggregate, the
                changes in volume and price represent no more than a 20
                percent change in the maximum aggregate offering price set
                forth in the "Calculation of Registration Fee" table in the
                effective Registration Statement;

                                     2

<PAGE>
<PAGE>

                           (iii) to include any material information with
                respect to the plan of distribution not previously disclosed
                in the Registration Statement or any material change to such
                information in the Registration Statement;

        provided, however, that:
        --------  -------

        (A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
        Registration Statement is on Form S-8 and the information required
        to be included in a post-effective amendment by those paragraphs is
        contained in reports filed with or furnished to the Commission by
        the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
        that are incorporated by reference in the Registration Statement;
        and

        (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if
        the Registration Statement is on Form S-3 or Form F-3 and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in reports filed with or furnished to
        the Commission by the Registrant pursuant to Section 13 or 15(d) of
        the Exchange Act that are incorporated by reference in the
        Registration Statement, or is contained in a form of prospectus
        filed pursuant to Rule 424(b) that is part of the Registration
        Statement; and

        (C) provided further, however, that Paragraphs (a)(1)(i) and
            -------- -------  -------
        (a)(1)(ii) do not apply if the Registration Statement is for an
        offering of asset-backed securities on Form S-1 or Form S-3 and the
        information required to be included in a post-effective amendment is
        provided pursuant to Item 1100(c) of Regulation AB.

                  (2) That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                  (3) To remove from registration by means of a
         post-effective amendment any of the securities being registered
         which remain unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.


                                     3

<PAGE>
<PAGE>

                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kewanee, State of
Illinois, on March 31, 2006.

                                BOSS HOLDINGS, INC.

                                By: /s/ J. Bruce Lancaster
                                    ----------------------------------------
                                        J. Bruce Lancaster
                                        Chief Financial Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by or on behalf of the
following persons in the capacities and on the dates indicated.

Name                                   Title/Position
----                                   --------------

/s/ G. Louis Graziadio III         Chairman of the Board        March 31, 2006
---------------------------     And Chief Executive Officer
G. Louis Graziadio III




/s/ J. Bruce Lancaster         Chief Financial Officer and      March 31, 2006
---------------------------               Director
J. Bruce Lancaster


         *
---------------------------
Perry A. Lerner                           Director              March 31, 2006


         *
---------------------------
Lee E. Mikles                             Director              March 31, 2006


         *
---------------------------
Paul A. Novelly                           Director              March 31, 2006


         *
---------------------------
Richard D. Squires                        Director              March 31, 2006


<FN>
* By: /s/ Attorney-in-Fact
      ---------------------
          Attorney-in-Fact


                                     4

<PAGE>
<PAGE>

                             BOSS HOLDINGS, INC.
                       FORM S-8 REGISTRATION STATEMENT

                                Exhibit Index

      Exhibits
      --------

          4            2004 Stock Incentive Plan

          5            Opinion of Lewis, Rice & Fingersh, L.C.

         23(a)         Consent of McGladrey & Pullen, LLP

         23(b)         Consent of Lewis, Rice & Fingersh, L.C. is
                       incorporated by reference herein by reference to
                       Exhibit 5

         24            Powers of Attorney

---------------------



<PAGE>
<PAGE>




                                  Exhibit 4



<PAGE>
<PAGE>


                             BOSS HOLDINGS, INC.
                          2004 STOCK INCENTIVE PLAN

1.       PURPOSES OF THE PLAN.

         The purpose of this Plan is to encourage ownership in the Company
by key personnel whose long-term employment with or engagement by the
Company is considered essential to the Company's continued progress and,
thereby, encourage recipients to act in the shareowner's interest and share
in the Company's success.

2.       DEFINITIONS.

         As used herein, the following definitions shall apply:

         (a) "ADMINISTRATOR" means the Board, any Committees or such
         delegates as shall be administering the Plan in accordance with
         Section 4 of the Plan.

         (b) "AFFILIATE" means any entity that is directly or indirectly
         controlled by the Company or any entity in which the Company has a
         significant ownership interest as determined by the Administrator.

         (c) "APPLICABLE LAWS" means the requirements relating to the
         administration of stock option plans under U.S. federal and state
         laws, any stock exchange or quotation system on which the Company
         has listed or submitted for quotation the Common Stock to the
         extent provided under the terms of the Company's agreement with
         such exchange or quotation system and, with respect to Awards
         subject to the laws of any foreign jurisdiction where Awards are,
         or will be, granted under the Plan, the laws of such jurisdiction.

         (d) "AWARD" means a Cash Award, Stock Award, Option or Stock
         Appreciation Right granted in accordance with the terms of the
         Plan.

         (e) "AWARDEE" means an Employee, Consultant or Director of the
         Company or any Affiliate who has been granted an Award under the
         Plan.

         (f) "AWARD AGREEMENT" means a Cash Award Agreement, Stock Award
         Agreement, Option Agreement or Stock Appreciation Right Agreement
         which may be in written or electronic format, in such form and with
         such terms as may be specified by the Administrator, evidencing the
         terms and conditions of an individual Award. Each Award Agreement
         is subject to the terms and conditions of the Plan.

         (g) "BOARD" means the Board of Directors of the Company.

         (h) "CASH AWARD" means a bonus opportunity awarded under Section 12
         pursuant to which a Participant may become entitled to receive an
         amount based on the satisfaction of such performance criteria as
         are specified in the agreement or other documents evidencing the
         Award (the "CASH AWARD AGREEMENT").

         (i) "CHANGE IN CONTROL" means any of the following, unless the
         Administrator provides otherwise:


<PAGE>
<PAGE>

                  i. a transaction (or series of transactions occurring
                  within a 60-day period or pursuant to a plan approved by
                  the Board or shareholders of the Company) occurs that has
                  the result that stockholders of the Company immediately
                  before such transaction cease to own directly or
                  indirectly at least 51% of the voting stock of the Company
                  or of any entity that results from the participation of
                  the Company in a reorganization, consolidation, merger,
                  liquidation or any other form of corporate transaction;

                  ii. the sale or other disposition of all or substantially
                  all of the assets of the Company, but excluding any such
                  sale or disposition after which: (a) the shareholders of
                  the Company immediately prior to such transaction continue
                  to own at least 51% of the voting stock of the entities
                  that acquired 50% or more in value of the assets of the
                  Company so sold or conveyed; and (b) the acquiring entity
                  agrees to assume the obligations of the Company under this
                  Plan;

                  iii. the acquisition of beneficial ownership of a
                  controlling interest in (including, without limitation,
                  power to vote) the outstanding shares of Common Stock by
                  any person or entity (including a "group" as defined by or
                  under Section 13(d)(3) of the Exchange Act, but excluding
                  any person, entity or group which consists of or is
                  controlled by G. Louis Graziadio III, Ginarra Partners,
                  LLC and/or Graziadio Family Trust or their affiliates);

                  iv. the occurrence of a merger, consolidation or other
                  reorganization of the Company under the terms of which the
                  surviving entity does not assume the obligations of the
                  Company under the Plan;

                  v. the dissolution or liquidation of the Company;

                  vi. a contested election of Directors, as a result of
                  which or in connection with which the persons who were
                  Directors before such election or their nominees cease to
                  constitute a majority of the Board; or

                  vii. any other event specified by the Board or a
                  Committee, regardless of whether at the time an Award is
                  granted or thereafter.

         (j) "CODE" means the United States Internal Revenue Code of 1986,
         as amended.

         (k) "COMMITTEE" means a committee of Directors appointed by the
         Board in accordance with Section 4 of the Plan or the Compensation
         Committee of the Board.

         (l) "COMMON STOCK" means the common stock of the Company.

         (m) "COMPANY" means Boss Holdings Inc., a Delaware corporation, or
         its successor.

         (n) "CONSULTANT" means any person engaged by the Company or any
         Affiliate to render services to such entity as an advisor or
         consultant.

         (o) "CONVERSION AWARD" has the meaning set forth in Section
         4(b)(xii) of the Plan.

         (p) "DIRECTOR" means a member of the Board.

                                     2

<PAGE>
<PAGE>

         (q) "EMPLOYEE" means a regular, active employee of the Company or
         any Affiliate, including an Officer and/ or Director. The Chairman
         of the Board also qualifies as an "Employee." Within the
         limitations of Applicable Law, the Administrator shall have the
         discretion to determine the effect upon an Award and upon an
         individual's status as an Employee in the case of (i) any
         individual who is classified by the Company or its Affiliate as
         leased from or otherwise employed by a third party or as
         intermittent or temporary, even if any such classification is
         changed retroactively as a result of an audit, litigation or
         otherwise, (ii) any leave of absence approved by the Company or an
         Affiliate, (iii) any transfer between locations of employment with
         the Company or an Affiliate or between the Company and any
         Affiliate or between any Affiliates, (iv) any change in the
         Awardee's status from an employee to a Consultant or Director, and
         (v) at the request of the Company or an Affiliate an employee
         becomes employed by any partnership, joint venture or corporation
         not meeting the requirements of an Affiliate in which the Company
         or an Affiliate is a party.

         (r) "EXCHANGE ACT" means the United States Securities Exchange Act
         of 1934, as amended.

         (s) "FAIR MARKET VALUE" means, unless the Administrator determines
         otherwise, as of any date, the average of the highest and lowest
         quoted sales prices for such Common Stock as of such date (or if no
         sales were reported on such date, the average on the last preceding
         day on which a sale was made), as reported in such source as the
         Administrator shall determine.

         (t) "GRANT DATE" means the date upon which an Award is granted to
         an Awardee pursuant to this Plan.

         (u) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
         an incentive stock option within the meaning of Section 422 of the
         Code and the regulations promulgated thereunder.

         (v) "NONSTATUTORY STOCK OPTION" means an Option not intended to
         qualify as an Incentive Stock Option.

         (w) "OFFICER" means a person who is an officer of the Company
         within the meaning of Section 16 of the Exchange Act and the rules
         and regulations promulgated thereunder.

         (x) "OPTION" means a right granted under Section 8 of the Plan to
         purchase a number of Shares or Stock Units at such exercise price,
         at such times, and on such other terms and conditions as are
         specified in the agreement or other documents evidencing the Award
         (the "OPTION AGREEMENT"). Both Options intended to qualify as
         Incentive Stock Options and Nonstatutory Stock Options may be
         granted under the Plan.

         (y) "PARTICIPANT" means the Awardee or any person (including any
         estate) to whom an Award has been assigned or transferred as
         permitted hereunder.

         (z) "PLAN" means this 2004 Stock Incentive Plan.

         (aa) "QUALIFYING PERFORMANCE CRITERIA" shall have the meaning set
         forth in Section 14(b) of the Plan.

         (bb) "SHARE" means a share of the Common Stock, as adjusted in
         accordance with Section 15 of the Plan.

                                     3


<PAGE>
<PAGE>

         (cc) "STOCK APPRECIATION RIGHT" (or "SAR") means a right, granted
         in conjunction with a Stock Option, to surrender the Stock Option
         and receive the appreciation in value of the optioned shares over
         the option price.

         (dd) "STOCK AWARD" means an award or issuance of Shares or Stock
         Units made under Section 11 of the Plan, the grant, issuance,
         retention, vesting and/or transferability of which is subject
         during specified periods of time to such conditions (including
         continued employment or performance conditions) and terms as are
         expressed in the agreement or other documents evidencing the Award
         (the "STOCK AWARD AGREEMENT").

         (ee) "STOCK UNIT" means a bookkeeping entry representing an amount
         equivalent to the fair market value of one Share, payable in cash,
         property or Shares. Stock Units represent an unfunded and unsecured
         obligation of the Company, except as otherwise provided for by the
         Administrator.

         (ff) "SUBSIDIARY" means any company (other than the Company) in an
         unbroken chain of companies beginning with the Company, provided
         each company in the unbroken chain (other than the Company) owns,
         at the time of determination, stock possessing 50% or more of the
         total combined voting power of all classes of stock in one of the
         other companies in such chain.

         (gg) "TERMINATION OF EMPLOYMENT" shall mean ceasing to be an
         Employee, Consultant or Director. However, for Incentive Stock
         Option purposes, Termination of Employment will occur when the
         Awardee ceases to be an employee (as determined in accordance with
         Section 3401(c) of the Code and the regulations promulgated
         thereunder) of the Company or one of its Subsidiaries. The
         Administrator shall determine whether any corporate transaction,
         such as a sale or spin-off of a division or business unit, or a
         joint venture, shall be deemed to result in a Termination of
         Employment.

         (hh) "TOTAL AND PERMANENT DISABILITY" shall have the meaning set
         forth in Section 22(e)(3) of the Code.

3.       STOCK SUBJECT TO THE PLAN.

         (a) Aggregate Limits. Subject to the provisions of Section 15 of
         the Plan, the aggregate number of Shares subject to Awards granted
         under the Plan is 150,000 Shares. Shares subject to Awards that are
         cancelled, expire or are forfeited shall be available for re-grant
         under the Plan. Shares issued in accordance with Section 13(d) in
         settlement of a stock appreciation right shall count against
         authorized shares, but only to the extent of the shares issued, not
         to the extent of the number of underlying stock appreciation
         rights. The Shares subject to the Plan may be either Shares
         reacquired by the Company, including Shares purchased in the open
         market, or authorized but unissued Shares.

         (b) Code Section 162(m) and 422 Limits. Subject to the provisions
         of Section 15 of the Plan, the aggregate number of Shares subject
         to Awards granted under this Plan during any calendar year to any
         one Awardee shall not exceed 50,000, except that in connection with
         his or her initial service, an Awardee may be granted Awards
         covering up to an additional 25,000 Shares. Subject to the
         provisions of Section 15 of the Plan, the aggregate number of
         Shares that may be subject to all Incentive Stock Options granted
         under the Plan is 150,000 Shares. Notwithstanding anything to the
         contrary in the Plan, the limitations set forth in this Section
         3(b) shall be subject to adjustment under Section 15(a) of the Plan
         only to the extent that such adjustment will not affect the status
         of any Award intended to qualify as performance based compensation
         under Code


                                     4

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<PAGE>

         Section 162(m) or the ability to grant or the qualification of
         Incentive Stock Options under the Plan.

         (c) Stock Award Limitation. Subject to the provisions of Section 15
         of the Plan, the aggregate number of Shares that may be granted
         subject to Stock Awards made under the Plan is 150,000 Shares.

         (d) Discounted Options Limitation. The maximum aggregate number of
         Shares underlying Non-Statutory Stock Options with an exercise
         price of less than Fair Market Value on the Grant Date that may be
         granted under Section 8(b)(ii) of the Plan is 150,000 Shares,
         subject to the provisions of Section 15 of the Plan.

4.       ADMINISTRATION OF THE PLAN.

         (a)      Procedure.

                  i. Multiple Administrative Bodies. The Plan shall be
                  administered by the Board, a Committee and/or their
                  delegates.

                  ii. Section 162. To the extent that the Administrator
                  determines it to be desirable to qualify Awards granted
                  hereunder as "performance-based compensation" within the
                  meaning of Section 162(m) of the Code, Awards to "covered
                  employees" within the meaning of Section 162(m) of the
                  Code or Employees that the Committee determines may be
                  "covered employees" in the future shall be made by a
                  Committee of two or more "outside directors" within the
                  meaning of Section 162(m) of the Code.

                  iii. Rule 16b-3. To the extent desirable to qualify
                  transactions hereunder as exempt under Rule 16b-3
                  promulgated under the Exchange Act ("Rule 16b-3"), Awards
                  to Officers and Directors shall be made by the entire
                  Board or a Committee of two or more "non-employee
                  directors" within the meaning of Rule 16b-3.

                  iv. Other Administration. The Board or a Committee may
                  delegate to an authorized officer or officers of the
                  Company the power to approve Awards to persons eligible to
                  receive Awards under the Plan who are not (A) subject to
                  Section 16 of the Exchange Act, or (B) at the time of such
                  approval, "covered employees" under Section 162(m) of the
                  Code.

                  v. Delegation of Authority for the Day-to-Day
                  Administration of the Plan. Except to the extent
                  prohibited by Applicable Law, the Administrator may
                  delegate to one or more individuals the day-to-day
                  administration of the Plan and any of the functions
                  assigned to it in this Plan. Such delegation may be
                  revoked at any time.

         (b) Powers of the Administrator. Subject to the provisions of the
         Plan and, in the case of a Committee or delegates acting as the
         Administrator, subject to the specific duties delegated to such
         Committee or delegates, the Administrator shall have the authority,
         in its discretion:

                  i. to select the Employees, Consultants and/or Directors
                  of the Company or its Affiliates to whom Awards are to be
                  granted hereunder;

                  ii. to determine the number of shares of Common Stock to
                  be covered by each Award granted hereunder;

                                     5

<PAGE>
<PAGE>

                  iii. to determine the type of Award to be granted to the
                  selected Awardees;

                  iv. to approve forms of Award Agreements for use under the
                  Plan;

                  v. to determine the terms and conditions, not inconsistent
                  with the terms of the Plan, of any Award granted
                  hereunder. Such terms and conditions include, but are not
                  limited to, the exercise and/or purchase price, the time
                  or times when an Award may be exercised (which may or may
                  not be based on performance criteria), the vesting
                  schedule, any vesting and/or exercisability acceleration
                  or waiver of forfeiture restrictions, acceptable forms of
                  consideration, term, and any restriction or limitation
                  regarding any Award or the Shares relating thereto, based
                  in each case on such factors as the Administrator, in its
                  sole discretion, shall determine and may be established at
                  the time an Award is granted or thereafter;

                  vi. to correct administrative errors;

                  vii. to construe and interpret the terms of the Plan
                  (including sub-plans and Plan addenda) and Awards granted
                  pursuant to the Plan;

                  viii. to adopt rules and procedures relating to the
                  operation and administration of the Plan to accommodate
                  the specific requirements of local laws and procedures.
                  Without limiting the generality of the foregoing, the
                  Administrator is specifically authorized (A) to adopt the
                  rules and procedures regarding the conversion of local
                  currency, withholding procedures and handling of stock
                  certificates which vary with local requirements, and (B)
                  to adopt sub-plans and Plan addenda as the Administrator
                  deems desirable, to accommodate foreign laws, regulations
                  and practice;

                  ix. to prescribe, amend and rescind rules and regulations
                  relating to the Plan, including rules and regulations
                  relating to sub-plans and Plan addenda;

                  x. to modify or amend each Award, including, but not
                  limited to, the acceleration of vesting and/or
                  exercisability, provided, however, that any such amendment
                  is subject to Section 16 of the Plan and may not impair
                  any outstanding Award unless agreed to in writing by the
                  Participant;

                  xi. to allow Participants to satisfy withholding tax
                  amounts by electing to have the Company withhold from the
                  Shares to be issued upon exercise of a Nonstatutory Stock
                  Option or vesting of a Stock Award that number of Shares
                  having a Fair Market Value equal to the amount required to
                  be withheld. The Fair Market Value of the Shares to be
                  withheld shall be determined in such manner and on such
                  date that the Administrator shall determine or, in the
                  absence of provision otherwise, on the date that the
                  amount of tax to be withheld is to be determined. All
                  elections by a Participant to have Shares withheld for
                  this purpose shall be made in such form and under such
                  conditions as the Administrator may provide;

                  xii. to authorize conversion or substitution under the
                  Plan of any or all stock options, stock appreciation
                  rights or other stock awards held by employees or service
                  providers of an entity acquired by the Company (the
                  "CONVERSION AWARDS"). Any conversion or substitution shall
                  be effective as of the close of the merger or acquisition.
                  The Conversion Awards may be Nonstatutory Stock Options or
                  Incentive Stock Options, as determined


                                     6

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<PAGE>

                  by the Administrator, with respect to options granted by the
                  acquired entity; provided, however, that with respect to
                  the conversion of stock appreciation rights in the
                  acquired entity, the Conversion Awards shall be
                  Nonstatutory Stock Options. Unless otherwise determined by
                  the Administrator at the time of conversion or
                  substitution, all Conversion Awards shall have the same
                  terms and conditions as Awards generally granted by the
                  Company under the Plan;

                  xiii. to authorize any person to execute on behalf of the
                  Company any instrument required to effect the grant of an
                  Award previously granted by the Administrator;

                  xiv. to impose such restrictions, conditions or
                  limitations as it determines appropriate as to the timing
                  and manner of any resales by a Participant or other
                  subsequent transfers by the Participant of any Shares
                  issued as a result of or under an Award, including without
                  limitation, (A) restrictions under an insider trading
                  policy, and (B) restrictions as to the use of a specified
                  brokerage firm for such resales or other transfers;

                  xv. to provide, either at the time an Award is granted or
                  by subsequent action, that an Award shall contain as a
                  term thereof, a right, either in tandem with the other
                  rights under the Award or as an alternative thereto, of
                  the Participant to receive, without payment to the
                  Company, a number of Shares, cash or a combination
                  thereof, the amount of which is determined by reference to
                  the value of the Award; and

                  xvi. to make all other determinations deemed necessary or
                  advisable for administering the Plan and any Award granted
                  hereunder.

         (c) Effect of Administrator's Decision. All decisions,
         determinations and interpretations by the Administrator regarding
         the Plan, any rules and regulations under the Plan and the terms
         and conditions of any Award granted hereunder, shall be final and
         binding on all Participants. The Administrator shall consider such
         factors as it deems relevant, in its sole and absolute discretion,
         to making such decisions, determinations and interpretations
         including, without limitation, the recommendations or advice of any
         officer or other employee of the Company and such attorneys,
         consultants and accountants as it may select.

5.       ELIGIBILITY.

         Awards may be granted only to Employees, Consultants or Directors
of the Company or any of its Affiliates.

6.       TERM OF PLAN.

         The Plan shall become effective upon its approval by shareowners of
the Company. It shall continue in effect for a term of ten (10) years from
the later of the date the Plan or any amendment to add shares to the Plan is
approved by shareowners of the Company unless terminated earlier under
Section 16 of the Plan.

7.       TERM OF AWARD.

         The term of each Award shall be determined by the Administrator and
stated in the Award Agreement. In the case of an Option, the term shall be
ten (10) years from the Grant Date or such shorter term as may be provided
in the Award Agreement; provided that the term may be ten and one-half

                                     7

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<PAGE>

(10-1/2) years in the case of Options granted to Employees in certain
jurisdictions outside the United States as determined by the Administrator.

8.       OPTIONS.

         The Administrator may grant an Option or provide for the grant of
an Option, either from time to time in the discretion of the Administrator
or automatically upon the occurrence of specified events, including, without
limitation, the achievement of performance goals, the satisfaction of an
event or condition within the control of the Awardee or within the control
of others.

         (a) Option Agreement. Each Option Agreement shall contain
         provisions regarding (i) the number of Shares that may be issued
         upon exercise of the Option, (ii) the type of Option, (iii) the
         exercise price of the Shares and the means of payment for the
         Shares, (iv) the term of the Option, (v) such terms and conditions
         on the vesting and/or exercisability of an Option as may be
         determined from time to time by the Administrator, (vi)
         restrictions on the transfer of the Option and forfeiture
         provisions and (vii) such further terms and conditions, in each
         case not inconsistent with this Plan as may be determined from time
         to time by the Administrator.

         (b) Exercise Price. The per share exercise price for the Shares to
         be issued pursuant to exercise of an Option shall be determined by
         the Administrator, subject to the following:

                  i. In the case of an Incentive Stock Option, the per Share
                  exercise price shall be no less than 100% of the Fair
                  Market Value per Share on the Grant Date.

                  ii. In the case of a Nonstatutory Stock Option, the per
                  Share exercise price shall be no less than 75% of the Fair
                  Market Value per Share on the Grant Date. However, in the
                  case of a Nonstatutory Stock Option intended to qualify as
                  "performance-based compensation" within the meaning of
                  Section 162(m) of the Code, the per Share exercise price
                  shall be no less than 100% of the Fair Market Value per
                  Share on the Grant Date.

                  iii. Notwithstanding the foregoing, at the Administrator's
                  discretion, Conversion Awards may be granted in
                  substitution and/or conversion of options of an acquired
                  entity, with a per Share exercise price of less than 100%
                  of the Fair Market Value per Share on the date of such
                  substitution and/or conversion.

         (c) No Option Repricings. Other than in connection with a change in
         the Company's capitalization (as described in Section 15(a) of the
         Plan), the exercise price of an Option may not be reduced without
         shareowner approval.

         (d) Vesting Period and Exercise Dates. Options granted under this
         Plan shall vest and/or be exercisable at such time and in such
         installments during the period prior to the expiration of the
         Option's term as determined by the Administrator. The Administrator
         shall have the right to make the timing of the ability to exercise
         any Option granted under this Plan subject to continued employment,
         the passage of time and/or such performance requirements as deemed
         appropriate by the Administrator. At any time after the grant of an
         Option, the Administrator may reduce or eliminate any restrictions
         surrounding any Participant's right to exercise all or part of the
         Option.

         (e) Form of Consideration. The Administrator shall determine the
         acceptable form of consideration for exercising an Option,
         including the method of payment, either through the terms of the
         Option Agreement or at the time of exercise of an Option.
         Acceptable forms of consideration may include:

                                     8

<PAGE>
<PAGE>

                  i. cash;

                  ii. check or wire transfer (denominated in U.S. Dollars);

                  iii. subject to any conditions or limitations established
                  by the Administrator, other Shares which (A) in the case
                  of Shares acquired upon the exercise of an Option, have
                  been owned by the Participant for more than six months on
                  the date of surrender, and (B) have a Fair Market Value on
                  the date of surrender equal to the aggregate exercise
                  price of the Shares as to which said Option shall be
                  exercised;

                  iv. consideration received by the Company under a
                  broker-assisted sale and remittance program acceptable to
                  the Administrator;

                  v. such other consideration and method of payment for the
                  issuance of Shares to the extent permitted by Applicable
                  Laws; or

                  vi. any combination of the foregoing methods of payment.

9.       INCENTIVE STOCK OPTION LIMITATIONS/TERMS.

         (a) Eligibility. Only employees (as determined in accordance with
         Section 3401(c) of the Code and the regulations promulgated
         thereunder) of the Company or any of its Subsidiaries may be
         granted Incentive Stock Options.

         (b) $100,000 Limitation. Notwithstanding the designation "Incentive
         Stock Option" in an Option Agreement, if and to the extent that the
         aggregate Fair Market Value of the Shares with respect to which
         Incentive Stock Options are exercisable for the first time by the
         Awardee during any calendar year (under all plans of the Company
         and any of its Subsidiaries) exceeds U.S. $100,000, such Options
         shall be treated as Nonstatutory Stock Options. For purposes of
         this Section 9(b), Incentive Stock Options shall be taken into
         account in the order in which they were granted. The Fair Market
         Value of the Shares shall be determined as of the Grant Date.

         (c) Effect of Termination of Employment on Incentive Stock Options.

                  i. Generally. Unless otherwise provided for by the
                  Administrator, upon an Awardee's Termination of Employment
                  other than as a result of circumstances described in
                  Sections 9(c)(ii), (iii) and (iv) below, any outstanding
                  Incentive Stock Option granted to such Awardee, whether
                  vested or unvested, to the extent not theretofore
                  exercised, shall terminate 90 days following the Awardee's
                  Termination of Employment.

                  ii. Disability or Retirement of Awardee. Unless otherwise
                  provided for by the Administrator, upon an Awardee's
                  Termination of Employment as a result of the Awardee's
                  disability or retirement due to age in accordance with the
                  Company's or its Subsidiaries' policies, all outstanding
                  Incentive Stock Options granted to such Awardee shall
                  immediately become fully vested and exercisable and the
                  Participant may exercise such Option until (A) one (1)
                  year following Awardee's Total and Permanent Disability,
                  or (B) three (3) months after Awardee's disability (other
                  than a Total and Permanent Disability) or retirement;
                  provided, however, that in no event shall an Incentive
                  Stock Option be exercisable after the expiration of the
                  term of such Option. If the Participant


                                     9

<PAGE>
<PAGE>

                  does not exercise such Option within the time specified,
                  the Option (to the extent not exercised) shall
                  automatically terminate.

                  iii. Death of Awardee. Unless otherwise provided for by
                  the Administrator, upon an Awardee's Termination of
                  Employment as a result of the Awardee's death, all
                  outstanding Incentive Stock Options granted to such
                  Awardee shall immediately become fully vested and
                  exercisable and the Participant may exercise such Option
                  until the earlier of (A) one (1) year following the
                  Awardee's death, or (B) the expiration of the term of such
                  Option. If an Incentive Stock Option is held by the
                  Awardee when he or she dies, the Incentive Stock Option
                  may be exercised by the beneficiary designated by the
                  Awardee (as provided in Section 17 of the Plan), the
                  executor or administrator of the Awardee's estate or, if
                  none, by the person(s) entitled to exercise the Incentive
                  Stock Option under the Awardee's will or the laws of
                  descent or distribution. If the Incentive Stock Option is
                  not so exercised within the time specified, such Option
                  (to the extent not exercised) shall automatically
                  terminate.

                  iv. Voluntary Severance Incentive Program. Upon an
                  Awardee's Termination of Employment as a result of
                  participation in a voluntary severance incentive program
                  specifically declared by the Company or a Subsidiary and
                  approved by the Board or a Committee, unless provided
                  otherwise pursuant to the terms of such voluntary
                  severance incentive program, all outstanding Incentive
                  Stock Options granted to the Awardee shall immediately
                  become fully vested and exercisable and the Participant
                  may exercise such Option until the earlier of (A) three
                  (3) months following the Awardee's Termination of
                  Employment, or (B) the expiration of the term of such
                  Option. If, after Awardee's Termination of Employment, the
                  Participant does not exercise his or her Incentive Stock
                  Option within the time specified, the Option (to the
                  extent not exercised) shall automatically terminate.

                  v. Divestiture. If an Awardee will cease to be an Employee
                  because of a divestiture by the Company, prior to such
                  Termination of Employment, the Administrator may, in its
                  sole discretion, make some or all of the outstanding
                  Incentive Stock Options granted to the Awardee become
                  fully vested and exercisable and provide that such Options
                  remain exercisable for a period of time (which shall not
                  be more than three (3) months) to be determined by the
                  Administrator. The determination of whether a divestiture
                  will occur shall be made by the Administrator in its sole
                  discretion. If, after the close of the divestiture, the
                  Participant does not exercise the Incentive Stock Option
                  within the time specified, such Option (to the extent not
                  exercised) shall automatically terminate.

                  vi. Work Force Restructuring or Similar Program. If an
                  Awardee will cease to be an Employee because of a work
                  force restructuring or similar program, prior to such
                  Termination of Employment, the Administrator may, in its
                  sole discretion, make some or all of the outstanding
                  Incentive Stock Options granted to the Awardee become
                  fully vested and exercisable and provide that such Options
                  remain exercisable for a period of time (which shall not
                  be more than three (3) months) to be determined by the
                  Administrator. The determination of whether a work force
                  restructuring will occur shall be made by the
                  Administrator in its sole discretion. If, after Awardee's
                  Termination of Employment, the Participant does not
                  exercise his or her Incentive Stock Option within the time
                  specified therein, such Option (to the extent not
                  exercised) shall automatically terminate.

                                     10

<PAGE>
<PAGE>

         (d) Leave of Absence. For purposes of Incentive Stock Options, no
         leave of absence may exceed ninety (90) days, unless reemployment
         upon expiration of such leave is guaranteed by statute or contract.
         If reemployment upon expiration of a leave of absence approved by
         the Company or a Subsidiary is not so guaranteed, an Awardee's
         employment with the Company shall be deemed terminated on the
         ninety-first (91st) day of such leave for Incentive Stock Option
         purposes and any Incentive Stock Option granted to the Awardee
         shall cease to be treated as an Incentive Stock Option and shall
         terminate upon the expiration of the three month period following
         the date the employment relationship is deemed terminated.

         (e) Transferability. The Option Agreement must provide that an
         Incentive Stock Option cannot be transferable by the Awardee
         otherwise than by will or the laws of descent and distribution,
         and, during the lifetime of such Awardee, must not be exercisable
         by any other person. If the terms of an Incentive Stock Option are
         amended to permit transferability, the Option will be treated for
         tax purposes as a Nonstatutory Stock Option.

         (f) Exercise Price. The per Share exercise price of an Incentive
         Stock Option shall be determined by the Administrator in accordance
         with Section 8(b)(i) of the Plan.

         (g) Other Terms. Option Agreements evidencing Incentive Stock
         Options shall contain such other terms and conditions as may be
         necessary to qualify, to the extent determined desirable by the
         Administrator, with the applicable provisions of Section 422 of the
         Code.

10.      EXERCISE OF OPTION.

         (a) Procedure for Exercise; Rights as a Shareowner.

                  i. Any Option granted shall be exercisable according to
                  the terms of the Plan and at such times and under such
                  conditions as determined by the Administrator and set
                  forth in the respective Award Agreement. Unless the
                  Administrator provides otherwise: (A) no Option may be
                  exercised during any leave of absence other than an
                  approved personal or medical leave with an employment
                  guarantee upon return, and (B) an Option shall continue to
                  vest during any authorized leave of absence and such
                  Option may be exercised to the extent vested and
                  exercisable upon the Awardee's return to active employment
                  status.

                  ii. An Option shall be deemed exercised when the Company
                  receives (A) written or electronic notice of exercise (in
                  accordance with the Award Agreement) from the person
                  entitled to exercise the Option; (B) full payment for the
                  Shares with respect to which the related Option is
                  exercised; and (C) with respect to Nonstatutory Stock
                  Options, payment of all applicable withholding taxes.

                  iii. Shares issued upon exercise of an Option shall be
                  issued in the name of the Participant or, if requested by
                  the Participant, in the name of the Participant and his or
                  her spouse. Unless provided otherwise by the Administrator
                  or pursuant to this Plan, until the Shares are issued (as
                  evidenced by the appropriate entry on the books of the
                  Company or of a duly authorized transfer agent of the
                  Company), no right to vote or receive dividends or any
                  other rights as a shareowner shall exist with respect to
                  the Shares subject to an Option, notwithstanding the
                  exercise of the Option.

                                     11

<PAGE>
<PAGE>

                  iv. The Company shall issue (or cause to be issued) such
                  Shares as administratively practicable after the Option is
                  exercised. An Option may not be exercised for a fraction
                  of a Share.

                  v. As a condition to the exercise of an Option, the
                  Company may require the person exercising the Option to
                  represent and warrant at the time of exercise that the
                  Shares are being purchased only for investment and without
                  any present intention to sell or distribute the acquired
                  Shares if, in the opinion of counsel to the Company, such
                  a representation is required by the provisions of
                  Applicable Law.

         (b) Effect of Termination of Employment on Nonstatutory Stock Options.

                  i. Generally. Unless otherwise provided for by the
                  Administrator, upon an Awardee's Termination of Employment
                  other than as a result of circumstances described in
                  Sections 10(b)(ii), (iii) and (iv) below, any outstanding
                  Nonstatutory Stock Option granted to such Awardee, whether
                  vested or unvested, to the extent not theretofore
                  exercised, shall terminate 90 days following the Awardee's
                  Termination of Employment.

                  ii. Disability or Retirement of Awardee. Unless otherwise
                  provided for by the Administrator, upon an Awardee's
                  Termination of Employment as a result of the Awardee's
                  disability or retirement due to age in accordance with the
                  Company's or its Affiliate's policies, all outstanding
                  Nonstatutory Stock Options granted to such Awardee shall
                  immediately become fully vested and exercisable and the
                  Participant may exercise such Option until the earlier of
                  (A) one (1) year following Awardee's disability or
                  retirement, or (B) the expiration of the term of such
                  Option. If the Participant does not exercise such Option
                  within the time specified, the Option (to the extent not
                  exercised) shall automatically terminate.

                  iii. Death of Awardee. Unless otherwise provided for by
                  the Administrator, upon an Awardee's Termination of
                  Employment as a result of the Awardee's death, all
                  outstanding Nonstatutory Stock Options granted to such
                  Awardee shall immediately become fully vested and
                  exercisable and the Participant may exercise such Option
                  until the earlier of (A) one (1) year following the
                  Awardee's death or (B) the expiration of the term of such
                  Option. If a Nonstatutory Stock Option is held by the
                  Awardee when he or she dies, such Option may be exercised
                  by the beneficiary designated by the Awardee (as provided
                  in Section 17 of the Plan), the executor or administrator
                  of the Awardee's estate or, if none, by the person(s)
                  entitled to exercise the Nonstatutory Stock Option under
                  the Awardee's will or the laws of descent or distribution.
                  If the Nonstatutory Stock Option is not so exercised
                  within the time specified, such Option (to the extent not
                  exercised) shall automatically terminate.

                  iv. Voluntary Severance Incentive Program. Upon an
                  Awardee's Termination of Employment as a result of
                  participation in a voluntary severance incentive program
                  specifically declared by the Company or an Affiliate and
                  approved by the Board or a Committee, unless provided
                  otherwise pursuant to the terms of such voluntary
                  severance incentive program, all outstanding Nonstatutory
                  Stock Options granted to such Awardee shall immediately
                  become fully vested and exercisable and the Participant
                  may exercise such Option until the earlier of (A) three
                  (3) months following the Awardee's Termination of
                  Employment (or such other period of time as provided for
                  by the Administrator), or (B) the expiration of the term
                  of such Option. If, after Awardee's Termination of
                  Employment, the Participant does not exercise his or her
                  Nonstatutory


                                     12

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<PAGE>

                  Stock Option within the time specified, the Option (to the
                  extent not exercised) shall automatically terminate.

                  v. Divestiture. If an Awardee will cease to be an
                  Employee, Consultant or Director because of a divestiture
                  by the Company, prior to such Termination of Employment,
                  the Administrator may, in its sole discretion, make some
                  or all of the outstanding Nonstatutory Stock Options
                  granted to the Awardee become fully vested and exercisable
                  and provide that such Options remain exercisable for a
                  period of time to be determined by the Administrator. The
                  determination of whether a divestiture will occur shall be
                  made by the Administrator in its sole discretion. If,
                  after the close of the divestiture, the Participant does
                  not exercise the Nonstatutory Stock Option within the time
                  specified therein, such Option (to the extent not
                  exercised) shall automatically terminate.

                  vi. Work Force Restructuring or Similar Program. If an
                  Awardee will cease to be an Employee or Consultant because
                  of a work force restructuring or similar program, prior to
                  such Termination of Employment, the Administrator may, in
                  its sole discretion, make some or all of the outstanding
                  Nonstatutory Options granted to the Awardee become fully
                  vested and exercisable and provide that such Options
                  remain exercisable for a period of time to be determined
                  by the Administrator. The determination of whether a work
                  force restructuring will occur shall be made by the
                  Administrator in its sole discretion. If, after Awardee's
                  Termination of Employment, the Participant does not
                  exercise his or her Nonstatutory Stock Option within the
                  time specified therein, such Option (to the extent not
                  exercised) shall automatically terminate.

11.      STOCK AWARDS.

         (a) Stock Award Agreement. Each Stock Award Agreement shall contain
         provisions regarding (i) the number of Shares subject to such Stock
         Award or a formula for determining such number, (ii) the purchase
         price of the Shares, if any, and the means of payment for the
         Shares, (iii) the performance criteria, if any, and level of
         achievement versus these criteria that shall determine the number
         of Shares granted, issued, retainable and/or vested, (iv) such
         terms and conditions on the grant, issuance, vesting and/or
         forfeiture of the Shares as may be determined from time to time by
         the Administrator, (v) restrictions on the transferability of the
         Stock Award and (vi) such further terms and conditions in each case
         not inconsistent with this Plan as may be determined from time to
         time by the Administrator.

         (b) Restrictions and Performance Criteria. The grant, issuance,
         retention and/or vesting of each Stock Award may be subject to such
         performance criteria and level of achievement versus these criteria
         as the Administrator shall determine, which criteria may be based
         on financial performance, personal performance evaluations and/or
         completion of service by the Awardee. Notwithstanding anything to
         the contrary herein, the performance criteria for any Stock Award
         that is intended to satisfy the requirements for "performance-based
         compensation" under Section 162(m) of the Code shall be established
         by the Administrator based on one or more Qualifying Performance
         Criteria selected by the Administrator and specified in writing not
         later than ninety (90) days after the commencement of the period of
         service to which the performance goals relate, provided that the
         outcome is substantially uncertain at that time.

         (c) Forfeiture. Unless otherwise provided for by the Administrator,
         upon the Awardee's Termination of Employment (other than as
         provided below in Sections 11(d), (e) and (f)), the unvested
         portion(s) of the Stock Award and the Shares subject thereto shall
         be forfeited, provided


                                     13

<PAGE>
<PAGE>

         that to the extent that the Participant purchased any unvested
         Shares, the Company shall have a right to repurchase the unvested
         Shares at the original price paid by the Participant.

         (d) Disability or Retirement of Awardee. Unless otherwise provided
         for by the Administrator, if an Awardee's Termination of Employment
         is due to the Awardee's disability or retirement due to age in
         accordance with the Company's or its Affiliate's policies, all
         outstanding Stock Awards granted to such Awardee shall continue to
         vest, provided the following conditions are met:

                  i. The Awardee shall not render services for any
                  organization or engage directly or indirectly in any
                  business which, in the opinion of the Administrator,
                  competes with, or is in conflict with the interest of, the
                  Company. The Awardee shall be free, however, to purchase
                  as an investment or otherwise stock or other securities of
                  such organizations as long as they are public reporting
                  companies listed upon a recognized securities exchange or
                  traded over-the-counter, and as long as such investment
                  does not represent a greater than 5% interest in the
                  particular organization. For the purposes of this
                  subsection, a company (other than an Affiliate) which is
                  engaged in the business of producing, leasing or selling
                  products or providing services of the type now or at any
                  time hereafter made or provided by the Company or any of
                  its Affiliates shall be deemed to compete with the
                  Company;

                  ii. The Awardee shall not, without prior written
                  authorization from the Company, use in other than the
                  business of the Company or any of its Affiliates, any
                  confidential information or material relating to the
                  business of the Company or its Affiliates, either during
                  or after employment with the Company or any of its
                  Affiliates; and

                  iii. The Awardee shall disclose promptly and assign to the
                  Company or one of its Affiliates, as appropriate, all
                  right, title and interest in any invention or idea,
                  patentable or not, made or conceived by the Awardee during
                  employment by the Company or any of its Affiliates,
                  relating in any manner to the actual or anticipated
                  business, research or development work of the Company or
                  any of its Affiliates and shall do anything reasonably
                  necessary to enable the Company or one of its Affiliates,
                  as appropriate, to secure a patent where appropriate in
                  the United States and in foreign countries.

         (e) Death of Awardee. Unless otherwise provided for by the
         Administrator, if an Awardee's Termination of Employment is due to
         his or her death, a portion of each outstanding Stock Award granted
         to such Awardee shall immediately vest and all forfeiture
         provisions and repurchase rights shall lapse as to a prorated
         number of shares determined by dividing the number of whole months
         since the Grant Date by the number of whole months between the
         Grant Date and the date that the Stock Award would have fully
         vested (as provided for in the Stock Award Agreement). The vested
         portion of the Stock Award shall be delivered to the Participant
         (if no longer held by the Awardee), the beneficiary designated by
         the Awardee (as provided in Section 17 of the Plan), the executor
         or administrator of the Awardee's estate or, if none, by the
         person(s) entitled to receive the vested Stock Award under the
         Awardee's will or the laws of descent or distribution.

         (f) Voluntary Severance Incentive Program. Upon an Awardee's
         Termination of Employment as a result of participation in a
         voluntary severance incentive program specifically declared by the
         Company or an Affiliate and approved by the Board of Directors,
         then unless provided otherwise pursuant to the terms of such
         voluntary severance incentive program, a portion of each
         outstanding Stock Award granted to such Awardee shall immediately
         vest and all forfeiture provisions and repurchase rights shall
         lapse as to a prorated number of shares


                                     14

<PAGE>
<PAGE>

         determined by dividing the number of whole months since the Grant
         Date by the number of whole months between the Grant Date and the
         date that the Stock Award would have fully vested (as provided for
         in the Stock Award Agreement).

         (g) Divestiture. If an Awardee will cease to be an Employee,
         Consultant or Director because of a divestiture by the Company,
         prior to such Termination of Employment, the Administrator may, in
         its sole discretion, accelerate the vesting of a portion of any
         outstanding Stock Award granted to such Awardee and provide that
         all forfeiture provisions and repurchase rights shall lapse as to a
         prorated number of shares determined by dividing the number of
         whole months since the Grant Date by the number of whole months
         between the Grant Date and the date that the Stock Award would have
         fully vested (as provided for in the Stock Award Agreement). The
         determination of whether a divestiture will occur shall be made by
         the Administrator in its sole discretion.

         (h) Work Force Restructuring or Similar Program. If an Awardee will
         cease to be an Employee or Consultant because of a work force
         restructuring by the Company, prior to such Termination of
         Employment, the Administrator may, in its sole discretion,
         accelerate the vesting of a portion of any outstanding Stock Award
         granted to such Awardee and provide that all forfeiture provisions
         and repurchase rights shall lapse as to a prorated number of shares
         determined by dividing the number of whole months since the Grant
         Date by the number of whole months between the Grant Date and the
         date that the Stock Award would have fully vested (as provided for
         in the Stock Award Agreement). The determination of whether a work
         force restructuring will occur shall be made by the Administrator
         in its sole discretion.

         (i) Rights as a Shareowner. Unless otherwise provided by the
         Administrator, the Participant shall have the rights equivalent to
         those of a shareowner and shall be a shareowner only after Shares
         are issued (as evidenced by the appropriate entry on the books of
         the Company or of a duly authorized transfer agent of the Company)
         to the Participant. Unless otherwise provided by the Administrator,
         a Participant holding Stock Units shall be entitled to receive
         dividend payments as if he or she was an actual shareowner.

12.      CASH AWARDS.

         Each Cash Award will confer upon the Participant the opportunity to
earn a future payment tied to the level of achievement with respect to one
or more performance criteria established for a performance period of not
less than one (1) year.

         (a) Cash Award. Each Cash Award shall contain provisions regarding
         (i) the target and maximum amount payable to the Participant as a
         Cash Award, (ii) the performance criteria and level of achievement
         versus these criteria which shall determine the amount of such
         payment, (iii) the period as to which performance shall be measured
         for establishing the amount of any payment, (iv) the timing of any
         payment earned by virtue of performance, (v) restrictions on the
         alienation or transfer of the Cash Award prior to actual payment,
         (vi) forfeiture provisions, and (vii) such further terms and
         conditions, in each case not inconsistent with the Plan, as may be
         determined from time to time by the Administrator. The maximum
         amount payable as a Cash Award that is settled for cash may be a
         multiple of the target amount payable.

         (b) Performance Criteria. The Administrator shall establish the
         performance criteria and level of achievement versus these criteria
         which shall determine the target and the minimum and maximum amount
         payable under a Cash Award, which criteria may be based on
         financial performance and/or personal performance evaluations. The
         Administrator may specify the


                                     15

<PAGE>
<PAGE>

         percentage of the target Cash Award that is intended to satisfy the
         requirements for "performance-based compensation" under Section
         162(m) of the Code. Notwithstanding anything to the contrary
         herein, the performance criteria for any portion of a Cash Award
         that is intended to satisfy the requirements for "performance-based
         compensation" under Section 162(m) of the Code shall be a measure
         established by the Administrator based on one or more Qualifying
         Performance Criteria selected by the Administrator and specified in
         writing not later than 90 days after the commencement of the period
         of service to which the performance goals relate, provided that the
         outcome is substantially uncertain at that time.

         (c) Timing and Form of Payment. The Administrator shall determine
         the timing of payment of any Cash Award. The Administrator may
         provide for or, subject to such terms and conditions as the
         Administrator may specify, may permit an Awardee to elect for the
         payment of any Cash Award to be deferred to a specified date or
         event. The Administrator may specify the form of payment of Cash
         Awards, which may be cash or other property, or may provide for an
         Awardee to have the option for his or her Cash Award, or such
         portion thereof as the Administrator may specify, to be paid in
         whole or in part in cash or other property.

         (d) Termination of Employment. The Administrator shall have the
         discretion to determine the effect a Termination of Employment due
         to (i) disability, (ii) retirement, (iii) death, (iv) participation
         in a voluntary severance program, (v) participation in a work force
         restructuring or (vi) otherwise, shall have on any Cash Award.

13.      STOCK APPRECIATION RIGHTS.

         The Administrator may grant Stock Appreciation Rights either alone,
or in conjunction with other Awards, either at the time of grant or by
amendment thereafter. Each Award of Stock Appreciation Rights granted under
the Plan shall be evidenced by an instrument in such form as the
Administrator shall prescribe from time to time in accordance with the Plan
and shall comply with the following terms and conditions, and with such
other terms and conditions, including, but not limited to, restrictions upon
the Award of Stock Appreciation Rights or the Shares issuable upon exercise
thereof, as the Administrator, in its discretion, shall establish:

         (a) The Administrator shall determine the number of Shares to be
         subject to each Award of Stock Appreciation Rights. The number of
         Shares subject to an outstanding Award of Stock Appreciation Rights
         may be reduced on a share-for-share or other appropriate basis, as
         determined by the Administrator, to the extent that Shares under
         such Award of Stock Appreciation Rights are used to calculate the
         cash, Shares, other securities or property or other forms of
         payment, or any combination thereof, received pursuant to exercise
         of an Option attached to such Award of Stock Appreciation Rights,
         or to the extent that any other Award granted in conjunction with
         such Award of Stock Appreciation Rights is paid.

         (b) The Award of Stock Appreciation Rights shall not be exercisable
         for at least six months after the date of grant except as the
         Committee may otherwise determine in the event of death,
         disability, retirement or voluntary severance of the Awardee or
         upon the occurrence of a Change of Control.

         (c) The Award of Stock Appreciation Rights shall not be
         exercisable:

                  (i) unless the Option or other Award to which the Award of
                  Stock Appreciation Rights is attached is at the time
                  exercisable; and

                                     16

<PAGE>
<PAGE>

                  (ii) unless the person exercising the Award of Stock
                  Appreciation Rights has been at all times during the
                  period beginning with the date of the grant thereof and
                  ending on the date of such exercise, employed by or
                  otherwise performing services for the Company or an
                  Affiliate, except that

                           (A) in the case of any Award of Stock
                           Appreciation Rights (other than those attached to
                           an Incentive Stock Option), if such person shall
                           cease to be employed by or otherwise performing
                           services for the Company or an Affiliate solely
                           by reason of a period of employment with another
                           firm or company at the Company's request or with
                           which the Company is affiliated or related, the
                           Awardee may, during such period of related
                           employment, exercise the Award of Stock
                           Appreciation Rights as if the Awardee continued
                           direct employment with or performance of services
                           for the Company; or

                           (B) the Administrator shall establish, in its
                           discretion, the extent to which a person may
                           continue to exercise an Award of Stock
                           Appreciation Rights, which has not expired and
                           has not been fully exercised, in the event the
                           Awardee terminates employment or the performance
                           of services by reason of death, disability,
                           retirement or voluntary severance of the Awardee
                           or upon the occurrence of a Change of Control;
                           provided, that in the event of death, the
                           Administrator may provide the Awardee's
                           executors, heirs or distributors a minimum period
                           to exercise an Award of Stock Appreciation Rights
                           with respect to any Shares as to which the
                           decedent could have exercised the Award of Stock
                           Appreciation Rights, or such greater amount as
                           the Administrator may determine, which period may
                           extend beyond the original expiration date of the
                           underlying Option.

         (d) An Award of Stock Appreciation Rights shall entitle the holder
         (or any person entitled to act under the provisions of the Plan) to
         exercise such Award or to surrender unexercised the Option (or
         other Award) to which the Stock Appreciation Right is attached (or
         any portion of such Option or other Award) to the Company and to
         receive from the Company in exchange therefore, without payment to
         the Company, that number of Shares having an aggregate value equal
         to (or, in the discretion of the Administrator, less than) the
         excess of the fair market value of one Share, at the time of such
         exercise, over the exercise price (or option issuance price), as
         the case may be) per share, times the number of shares subject to
         the Award or portion thereof, which is so exercised or surrendered,
         as the case may be. The Administrator shall be entitled in its
         discretion to elect to settle the obligation arising out of the
         exercise of a Stock Appreciation Right by the payment of cash or
         other securities or property, or other forms of payment, or any
         combination thereof, as determined by the Administrator, equal to
         the aggregate value of the Shares it would otherwise be obligated
         to deliver. Any such election by the Administrator shall be made as
         soon as practicable after the receipt by the Administrator of
         written notice of the exercise of the Stock Appreciation Right. The
         value of a Share, other securities or property, or other forms of
         payment determined by the Administrator for this purpose shall be
         the fair market value thereof on the last business day next
         preceding the date of the election to exercise the Stock
         Appreciation Right, unless the Administrator, in its discretion,
         determines otherwise.

         (e) A Stock Appreciation Right may provide that it shall be deemed
         to have been exercised at the close of business on the business day
         preceding the expiration date of the Stock Appreciation Right or of
         the related Option (or other Award), or such other date as
         specified by the Administrator, if at such time such Stock
         Appreciation Right has a positive value. Such


                                     17

<PAGE>
<PAGE>

         deemed exercise shall be settled or paid in the same manner as a
         regular exercise thereof as provided in subparagraph 13(d) hereof.

         (f) No fractional shares may be delivered under this Paragraph 13,
         but in lieu thereof a cash or other adjustment shall be made as
         determined by the Administrator in its discretion.

14.      OTHER PROVISIONS APPLICABLE TO AWARDS.

         (a) Non-Transferability of Awards. Unless determined otherwise by
         the Administrator, an Award may not be sold, pledged, assigned,
         hypothecated, transferred, or disposed of in any manner other than
         by beneficiary designation, will or by the laws of descent or
         distribution. The Administrator may make an Award transferable to
         an Awardee's family member or any other person or entity. If the
         Administrator makes an Award transferable, either at the time of
         grant or thereafter, such Award shall contain such additional terms
         and conditions as the Administrator deems appropriate, and any
         transferee shall be deemed to be bound by such terms upon
         acceptance of such transfer.

         (b) Qualifying Performance Criteria. For purposes of this Plan, the
         term "Qualifying Performance Criteria" shall mean any one or more
         of the following performance criteria, either individually,
         alternatively or in any combination, applied to either the Company
         as a whole or to a business unit, Affiliate or business segment,
         either individually, alternatively or in any combination, and
         measured either annually or cumulatively over a period of years, on
         an absolute basis or relative to a pre-established target, to
         previous years' results or to a designated comparison group, in
         each case as specified by the Committee in the Award: (i) cash
         flow; (ii) earnings (including gross margin, earnings before
         interest and taxes, earnings before taxes, and net earnings); (iii)
         earnings per share; (iv) growth in earnings or earnings per share;
         (v) stock price; (vi) return on equity or average shareowners'
         equity; (vii) total shareowner return; (viii) return on capital;
         (ix) return on assets or net assets; (x) return on investment; (xi)
         revenue; (xii) income or net income; (xiii) operating income or net
         operating income; (xiv) operating profit or net operating profit;
         (xv) operating margin; (xvi) return on operating revenue; (xvii)
         market share; (xviii) overhead or other expense reduction; (xix)
         growth in shareowner value relative to the moving average of the
         S&P 500 Index or a peer group index; (xx) strategic plan
         development and implementation; and (xxi) any other similar
         criteria. The Committee may appropriately adjust any evaluation of
         performance under a Qualifying Performance Criteria to exclude any
         of the following events that occurs during a performance period:
         (A) asset write-downs; (B) litigation or claim judgments or
         settlements; (C) the effect of changes in tax law, accounting
         principles or other such laws or provisions affecting reported
         results; (D) accruals for reorganization and restructuring
         programs; and (E) any extraordinary non-recurring items as
         described in Accounting Principles Board Opinion No. 30 and/or in
         management's discussion and analysis of financial condition and
         results of operations appearing in the Company's annual report to
         shareowners for the applicable year.

         (c) Certification. Prior to the payment of any compensation under
         an Award intended to qualify as "performance-based compensation"
         under Section 162(m) of the Code, the Committee shall certify the
         extent to which any Qualifying Performance Criteria and any other
         material terms under such Award have been satisfied (other than in
         cases where such relate solely to the increase in the value of the
         Common Stock).

         (d) Discretionary Adjustments Pursuant to Section 162(m).
         Notwithstanding satisfaction of any completion of any Qualifying
         Performance Criteria, to the extent specified at the time of grant
         of an Award to "covered employees" within the meaning of Section
         162(m) of the Code, the


                                     18

<PAGE>
<PAGE>

         number of Shares, Options or other benefits granted, issued,
         retainable and/or vested under an Award on account of satisfaction
         of such Qualifying Performance Criteria may be reduced by the
         Committee on the basis of such further considerations as the
         Committee in its sole discretion shall determine.

15.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
         ASSET SALE.

         (a) Changes in Capitalization. Subject to any required action by
         the shareowners of the Company, (i) the number and kind of Shares
         covered by each outstanding Award, (ii) the price per Share subject
         to each such outstanding Award and (iii) the Share limitations set
         forth in Section 3 of the Plan, shall be proportionately adjusted
         for any increase or decrease in the number or kind of issued shares
         resulting from a stock split, reverse stock split, stock dividend,
         combination or reclassification of the Common Stock, or any other
         increase or decrease in the number of issued shares of Common Stock
         effected without receipt of consideration by the Company; provided,
         however, that conversion of any convertible securities of the
         Company shall not be deemed to have been "effected without receipt
         of consideration." Such adjustment shall be made by the
         Administrator, whose determination in that respect shall be final,
         binding and conclusive. Except as expressly provided herein, no
         issuance by the Company of shares of stock of any class, or
         securities convertible into shares of stock of any class, shall
         affect, and no adjustment by reason thereof shall be made with
         respect to, the number or price of shares of Common Stock subject
         to an Award.

         (b) Dissolution or Liquidation. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify each Participant as soon as practicable prior to the
         effective date of such proposed transaction. The Administrator in
         its discretion may provide for an Option to be fully vested and
         exercisable until ten (10) days prior to such transaction. In
         addition, the Administrator may provide that any restrictions on
         any Award shall lapse prior to the transaction, provided the
         proposed dissolution or liquidation takes place at the time and in
         the manner contemplated. To the extent it has not been previously
         exercised, an Award will terminate immediately prior to the
         consummation of such proposed transaction.

         (c) Change in Control. In the event there is a Change in Control of
         the Company, as determined by the Board or a Committee, the Board
         or Committee may, in its discretion, (i) provide for the assumption
         or substitution of, or adjustment to, each outstanding Award; (ii)
         accelerate the vesting of Options and terminate any restrictions on
         Cash Awards or Stock Awards; and (iii) provide for the cancellation
         of Awards for a cash payment to the Participant.

16.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a)      Amendment and Termination. The Administrator may amend,
                  alter or discontinue the Plan or any Award Agreement, but
                  any such amendment shall be subject to approval of the
                  shareowners of the Company in the manner and to the extent
                  required by Applicable Law. In addition, without limiting
                  the foregoing, unless approved by the shareowners of the
                  Company, no such amendment shall be made that would:

                  i. materially increase the maximum number of Shares for
                  which Awards may be granted under the Plan, other than an
                  increase pursuant to Section 15 of the Plan;

                  ii. reduce the minimum exercise price for Options granted
                  under the Plan;

                  iii. reduce the exercise price of outstanding Options; or

                                     19

<PAGE>
<PAGE>

                  iv. change the class of persons eligible to receive Awards
                  under the Plan.

         (b) Effect of Amendment or Termination. No amendment, suspension or
         termination of the Plan shall impair the rights of any Award,
         unless mutually agreed otherwise between the Participant and the
         Administrator, which agreement must be in writing and signed by the
         Participant and the Company. Termination of the Plan shall not
         affect the Administrator's ability to exercise the powers granted
         to it hereunder with respect to Awards granted under the Plan prior
         to the date of such termination.

         (c) Effect of the Plan on Other Arrangements. Neither the adoption
         of the Plan by the Board or a Committee nor the submission of the
         Plan to the shareowners of the Company for approval shall be
         construed as creating any limitations on the power of the Board or
         any Committee to adopt such other incentive arrangements as it or
         they may deem desirable, including without limitation, the granting
         of restricted stock or stock options otherwise than under the Plan,
         and such arrangements may be either generally applicable or
         applicable only in specific cases.

17.      DESIGNATION OF BENEFICIARY.

         (a) An Awardee may file a written designation of a beneficiary who
         is to receive the Awardee's rights pursuant to Awardee's Award or
         the Awardee may include his or her Awards in an omnibus beneficiary
         designation for all benefits under the Plan. To the extent that
         Awardee has completed a designation of beneficiary while employed
         with Boss Holdings, Inc., or any Subsidiary, such beneficiary
         designation shall remain in effect with respect to any Award
         hereunder until changed by the Awardee to the extent enforceable
         under Applicable Law.

         (b) Such designation of beneficiary may be changed by the Awardee
         at any time by written notice. In the event of the death of an
         Awardee and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such Awardee's death,
         the Company shall allow the executor or administrator of the estate
         of the Awardee to exercise the Award, or if no such executor or
         administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may allow the spouse or one or more
         dependents or relatives of the Awardee to exercise the Award to the
         extent permissible under Applicable Law.

18.      NO RIGHT TO AWARDS OR TO EMPLOYMENT.

         No person shall have any claim or right to be granted an Award and
the grant of any Award shall not be construed as giving an Awardee the right
to continue in the employ of the Company or its Affiliates. Further, the
Company and its Affiliates expressly reserve the right, at any time, to
dismiss any Employee or Awardee at any time without liability or any claim
under the Plan, except as provided herein or in any Award Agreement entered
into hereunder.

19.      LEGAL COMPLIANCE.

         Shares shall not be issued pursuant to the exercise of an Option or
Stock Award unless the exercise of such Option or Stock Award and the
issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.

                                     20

<PAGE>
<PAGE>

20.      INABILITY TO OBTAIN AUTHORITY.

         To the extent the Company is unable to or the Administrator deems
it infeasible to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, the
Company shall be relieved of any liability with respect to the failure to
issue or sell such Shares as to which such requisite authority shall not
have been obtained.

21.      RESERVATION OF SHARES.

         The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

22.      NOTICE.

         Any written notice to the Company required by any provisions of
this Plan shall be addressed to the Secretary of the Company and shall be
effective when received.

23.      GOVERNING LAW; INTERPRETATION OF PLAN AND AWARDS.

         (a) This Plan and all determinations made and actions taken
         pursuant hereto shall be governed by the substantive laws, but not
         the choice of law rules, of the state of Delaware.

         (b) In the event that any provision of the Plan or any Award
         granted under the Plan is declared to be illegal, invalid or
         otherwise unenforceable by a court of competent jurisdiction, such
         provision shall be reformed, if possible, to the extent necessary
         to render it legal, valid and enforceable, or otherwise deleted,
         and the remainder of the terms of the Plan and/or Award shall not
         be affected except to the extent necessary to reform or delete such
         illegal, invalid or unenforceable provision.

         (c) The headings preceding the text of the sections hereof are
         inserted solely for convenience of reference, and shall not
         constitute a part of the Plan, nor shall they affect its meaning,
         construction or effect.

         (d) The terms of the Plan and any Award shall inure to the benefit
         of and be binding upon the parties hereto and their respective
         permitted heirs, beneficiaries, successors and assigns.

         (e) All questions arising under the Plan or under any Award shall
         be decided by the Administrator in its total and absolute
         discretion. In the event the Participant believes that a decision
         by the Administrator with respect to such person was arbitrary or
         capricious, the Participant may request arbitration with respect to
         such decision. The review by the arbitrator shall be limited to
         determining whether the Administrator's decision was arbitrary or
         capricious. This arbitration shall be the sole and exclusive review
         permitted of the Administrator's decision, and the Awardee shall as
         a condition to the receipt of an Award be deemed to explicitly
         waive any right to judicial review.

         (f) Notice of demand for arbitration shall be made in writing to
         the Administrator within thirty (30) days after the applicable
         decision by the Administrator. The arbitrator shall be selected
         from amongst those members of the Board who are neither
         Administrators nor Employees. If there are no such members of the
         Board, the arbitrator shall be selected by the Board. Such
         arbitrator shall be neutral within the meaning of the Commercial
         Rules of Dispute Resolution of


                                     21

<PAGE>
<PAGE>

         the American Arbitration Association; provided, however, that the
         arbitration shall not be administered by the American Arbitration
         Association. Any challenge to the neutrality of the arbitrator
         shall be resolved by the arbitrator whose decision shall be final
         and conclusive. The arbitration shall be administered and conducted
         by the arbitrator pursuant to the Commercial Rules of Dispute
         Resolution of the American Arbitration Association. The decision of
         the arbitrator on the issue(s) presented for arbitration shall be
         final and conclusive and may be enforced in any court of competent
         jurisdiction.

24.      LIMITATION ON LIABILITY.

         The Company and any Affiliate which is in existence or hereafter
comes into existence shall not be liable to a Participant, an Employee, an
Awardee or any other persons as to:

         (a) The Non-Issuance of Shares. The non-issuance or sale of Shares
         as to which the Company has been unable to obtain from any
         regulatory body having jurisdiction the authority deemed by the
         Company's counsel to be necessary to the lawful issuance and sale
         of any shares hereunder; and

         (b) Tax Consequences. Any tax consequence expected, but not
         realized, by any Participant, Employee, Awardee or other person due
         to the receipt, exercise or settlement of any Option or other Award
         granted hereunder.

25.      UNFUNDED PLAN.

         Insofar as it provides for Awards, the Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to Awardees
who are granted Stock Awards under this Plan, any such accounts will be used
merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets which may at any time be represented by Awards, this
Plan shall not be construed as providing for such segregation, and neither
the Company nor the Administrator shall be deemed to be a trustee of stock
or cash to be awarded under the Plan. Any liability of the Company to any
Participant with respect to an Award shall be based solely upon any
contractual obligations which may be created by the Plan; no such obligation
of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the
Administrator shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.


                                     22
[{"type": "S-8", "sequence": "1", "filename": "bosss8.txt", "secsgml_size_bytes": 107609}]
{"company-data": {"conformed-name": "BOSS HOLDINGS INC", "cik": "0000916802", "assigned-sic": "2300", "irs-number": "581972066", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132941", "film-number": "06732384"}, "business-address": {"street1": "221 WEST FIRST STREET", "street2": "STE 330", "city": "KEWANEE", "state": "IL", "zip": "61443", "phone": "3098568068"}, "former-company": {"former-conformed-name": "VISTA 2000 INC", "date-changed": "19940103"}}
Registration No. 333-________

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                             BOSS HOLDINGS, INC.
                             -------------------
             (Exact Name of Registrant as Specified in Charter)

               Delaware                                 58-1972066
     ----------------------------          ------------------------------------
     (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

               221 West First Street, Kewanee, Illinois 61443
               ----------------------------------------------
                  (Address of Principal Executive Offices)

                          2004 STOCK INCENTIVE PLAN
                          -------------------------
                          (Full Title of the Plan)

                             J. Bruce Lancaster
                           Chief Financial Officer
                            221 West First Street
                           Kewanee, Illinois 61443
                               (309) 852-2131
                               --------------
          (Name, Address and Telephone Number of Agent for Service)

                                 Copies to:
                           Leonard J. Essig, Esq.
                        Lewis, Rice & Fingersh, L.C.
                       500 North Broadway, Suite 2000
                          St. Louis, Missouri 63102
                               (314) 444-7600
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    Proposed              Proposed
       Title of                Amount                Maximum               Maximum              Amount of
     Securities to              to be            Offering Price           Aggregate           Registration
     be Registered          Registered(1)           Per Share          Offering Price              Fee
================================================================================================================
Common Stock,
($0.25 par value)              40,000                $7.50(2)              $300,000(2)             $32.10
----------------------------------------------------------------------------------------------------------------
Common Stock,
($0.25 par value)             110,000(3)             $7.95(3)              $874,500(3)             $93.57
----------------------------------------------------------------------------------------------------------------
TOTAL AMOUNT                  150,000                                    $1,174,500                $125.67
===============================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of
1933, this Registration Statement also covers (a) an indeterminable number
of shares that may be offered and issued pursuant to stock splits, stock
dividends or similar transactions, and (b) an indeterminable amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.

         (2) Represents the exercise price of outstanding options which have
been granted under the 2004 Stock Incentive Plan.

         (3) Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, the amount set forth represents the average of the high and low bid
and asked price for the Registrant's common stock on March 27, 2006, such
being a date within five (5) business days prior to the date of filing of
this Registration Statement.

         (4) Pursuant to the terms of the Plan, shares may be issued as a
result of awards and/or exercise of stock grants, stock options or stock
appreciation rights.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.

        PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Information contained in the following documents of Boss Holdings,
Inc. (the "Registrant") filed with the Securities and Exchange Commission
(the "Commission") is incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, as filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act");

         (b) The description of the Registrant's common stock contained in
the Registrant's registration statement on Form SB-2 under the Securities
Act, Registration No. 33-73118-A, and including any amendment or report
filed for purposes of updating such description.

         All reports and other documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports
and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         This item is inapplicable as the securities to be offered are
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation - a derivative action), if they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

         Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder, such
as the Registrant, eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its stockholders for
monetary damages for a breach of his or her fiduciary duties.

                                      1
Article 10, Section 1 of the Registrant's Certificate of Incorporation
eliminates the liability of directors to the extent permitted by Section
102(b)(7).

         Article 6 of the Registrant's By-laws requires indemnification to
the fullest extent permitted under Delaware law of any person who is or was
a director or officer of the Registrant who is or was involved or threatened
to be made so involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such
person is or was serving as a director, officer or employee of the
Registrant or any predecessor of the Registrant or was serving at the
request of the Registrant as a director, officer or employee of any other
enterprise.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIM

         None

ITEM 8.  EXHIBITS

         (a) The following exhibits are submitted herewith or incorporated
by reference herein.

         Exhibit
         Number     Exhibit
         -----      -------

           4        2004 Stock Incentive Plan

           5        Opinion of Lewis, Rice & Fingersh, L.C.

         23(a)      Consent of McGladrey & Pullen, LLP

         23(b)      Consent of Lewis, Rice & Fingersh, L.C. (included in
                    Exhibit 5)

           24       Powers of Attorney

         (b) Pursuant to Instruction (b) under Item 8 of Form S-8, the
Registrant undertakes that it will submit or has submitted the 2004
Incentive Stock Plan and any amendments thereto to the Internal Revenue
Service in a timely manner and has made or will make all changes required by
the Internal Revenue Service in order to qualify the plans under Section 401
of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement;

                           (i) to include any prospectus required by Section
                10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or
                events arising after the effective date of the Registration
                Statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate, represent
                a fundamental change in the information set forth in the
                Registration Statement. Notwithstanding the foregoing, any
                increase or decrease in volume of securities offered (if the
                total dollar value of securities offered would not exceed
                that which was registered) and any deviation from the low or
                high end of the estimated maximum offering range may be
                reflected in the form of prospectus filed with the
                Commission pursuant to Rule 424(b) if, in the aggregate, the
                changes in volume and price represent no more than a 20
                percent change in the maximum aggregate offering price set
                forth in the "Calculation of Registration Fee" table in the
                effective Registration Statement;

                                     2
(iii) to include any material information with
                respect to the plan of distribution not previously disclosed
                in the Registration Statement or any material change to such
                information in the Registration Statement;

        provided, however, that:
        --------  -------

        (A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
        Registration Statement is on Form S-8 and the information required
        to be included in a post-effective amendment by those paragraphs is
        contained in reports filed with or furnished to the Commission by
        the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
        that are incorporated by reference in the Registration Statement;
        and

        (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if
        the Registration Statement is on Form S-3 or Form F-3 and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in reports filed with or furnished to
        the Commission by the Registrant pursuant to Section 13 or 15(d) of
        the Exchange Act that are incorporated by reference in the
        Registration Statement, or is contained in a form of prospectus
        filed pursuant to Rule 424(b) that is part of the Registration
        Statement; and

        (C) provided further, however, that Paragraphs (a)(1)(i) and
            -------- -------  -------
        (a)(1)(ii) do not apply if the Registration Statement is for an
        offering of asset-backed securities on Form S-1 or Form S-3 and the
        information required to be included in a post-effective amendment is
        provided pursuant to Item 1100(c) of Regulation AB.

                  (2) That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                  (3) To remove from registration by means of a
         post-effective amendment any of the securities being registered
         which remain unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                     3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kewanee, State of
Illinois, on March 31, 2006.

                                BOSS HOLDINGS, INC.

                                By: /s/ J. Bruce Lancaster
                                    ----------------------------------------
                                        J. Bruce Lancaster
                                        Chief Financial Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by or on behalf of the
following persons in the capacities and on the dates indicated.

Name                                   Title/Position
----                                   --------------

/s/ G. Louis Graziadio III         Chairman of the Board        March 31, 2006
---------------------------     And Chief Executive Officer
G. Louis Graziadio III

/s/ J. Bruce Lancaster         Chief Financial Officer and      March 31, 2006
---------------------------               Director
J. Bruce Lancaster

         *
---------------------------
Perry A. Lerner                           Director              March 31, 2006

         *
---------------------------
Lee E. Mikles                             Director              March 31, 2006

         *
---------------------------
Paul A. Novelly                           Director              March 31, 2006

         *
---------------------------
Richard D. Squires                        Director              March 31, 2006
* By: /s/ Attorney-in-Fact
      ---------------------
          Attorney-in-Fact

                                     4
BOSS HOLDINGS, INC.
                       FORM S-8 REGISTRATION STATEMENT

                                Exhibit Index

      Exhibits
      --------

          4            2004 Stock Incentive Plan

          5            Opinion of Lewis, Rice & Fingersh, L.C.

         23(a)         Consent of McGladrey & Pullen, LLP

         23(b)         Consent of Lewis, Rice & Fingersh, L.C. is
                       incorporated by reference herein by reference to
                       Exhibit 5

         24            Powers of Attorney

---------------------
Exhibit 4
BOSS HOLDINGS, INC.
                          2004 STOCK INCENTIVE PLAN

1.       PURPOSES OF THE PLAN.

         The purpose of this Plan is to encourage ownership in the Company
by key personnel whose long-term employment with or engagement by the
Company is considered essential to the Company's continued progress and,
thereby, encourage recipients to act in the shareowner's interest and share
in the Company's success.

2.       DEFINITIONS.

         As used herein, the following definitions shall apply:

         (a) "ADMINISTRATOR" means the Board, any Committees or such
         delegates as shall be administering the Plan in accordance with
         Section 4 of the Plan.

         (b) "AFFILIATE" means any entity that is directly or indirectly
         controlled by the Company or any entity in which the Company has a
         significant ownership interest as determined by the Administrator.

         (c) "APPLICABLE LAWS" means the requirements relating to the
         administration of stock option plans under U.S. federal and state
         laws, any stock exchange or quotation system on which the Company
         has listed or submitted for quotation the Common Stock to the
         extent provided under the terms of the Company's agreement with
         such exchange or quotation system and, with respect to Awards
         subject to the laws of any foreign jurisdiction where Awards are,
         or will be, granted under the Plan, the laws of such jurisdiction.

         (d) "AWARD" means a Cash Award, Stock Award, Option or Stock
         Appreciation Right granted in accordance with the terms of the
         Plan.

         (e) "AWARDEE" means an Employee, Consultant or Director of the
         Company or any Affiliate who has been granted an Award under the
         Plan.

         (f) "AWARD AGREEMENT" means a Cash Award Agreement, Stock Award
         Agreement, Option Agreement or Stock Appreciation Right Agreement
         which may be in written or electronic format, in such form and with
         such terms as may be specified by the Administrator, evidencing the
         terms and conditions of an individual Award. Each Award Agreement
         is subject to the terms and conditions of the Plan.

         (g) "BOARD" means the Board of Directors of the Company.

         (h) "CASH AWARD" means a bonus opportunity awarded under Section 12
         pursuant to which a Participant may become entitled to receive an
         amount based on the satisfaction of such performance criteria as
         are specified in the agreement or other documents evidencing the
         Award (the "CASH AWARD AGREEMENT").

         (i) "CHANGE IN CONTROL" means any of the following, unless the
         Administrator provides otherwise:
i. a transaction (or series of transactions occurring
                  within a 60-day period or pursuant to a plan approved by
                  the Board or shareholders of the Company) occurs that has
                  the result that stockholders of the Company immediately
                  before such transaction cease to own directly or
                  indirectly at least 51% of the voting stock of the Company
                  or of any entity that results from the participation of
                  the Company in a reorganization, consolidation, merger,
                  liquidation or any other form of corporate transaction;

                  ii. the sale or other disposition of all or substantially
                  all of the assets of the Company, but excluding any such
                  sale or disposition after which: (a) the shareholders of
                  the Company immediately prior to such transaction continue
                  to own at least 51% of the voting stock of the entities
                  that acquired 50% or more in value of the assets of the
                  Company so sold or conveyed; and (b) the acquiring entity
                  agrees to assume the obligations of the Company under this
                  Plan;

                  iii. the acquisition of beneficial ownership of a
                  controlling interest in (including, without limitation,
                  power to vote) the outstanding shares of Common Stock by
                  any person or entity (including a "group" as defined by or
                  under Section 13(d)(3) of the Exchange Act, but excluding
                  any person, entity or group which consists of or is
                  controlled by G. Louis Graziadio III, Ginarra Partners,
                  LLC and/or Graziadio Family Trust or their affiliates);

                  iv. the occurrence of a merger, consolidation or other
                  reorganization of the Company under the terms of which the
                  surviving entity does not assume the obligations of the
                  Company under the Plan;

                  v. the dissolution or liquidation of the Company;

                  vi. a contested election of Directors, as a result of
                  which or in connection with which the persons who were
                  Directors before such election or their nominees cease to
                  constitute a majority of the Board; or

                  vii. any other event specified by the Board or a
                  Committee, regardless of whether at the time an Award is
                  granted or thereafter.

         (j) "CODE" means the United States Internal Revenue Code of 1986,
         as amended.

         (k) "COMMITTEE" means a committee of Directors appointed by the
         Board in accordance with Section 4 of the Plan or the Compensation
         Committee of the Board.

         (l) "COMMON STOCK" means the common stock of the Company.

         (m) "COMPANY" means Boss Holdings Inc., a Delaware corporation, or
         its successor.

         (n) "CONSULTANT" means any person engaged by the Company or any
         Affiliate to render services to such entity as an advisor or
         consultant.

         (o) "CONVERSION AWARD" has the meaning set forth in Section
         4(b)(xii) of the Plan.

         (p) "DIRECTOR" means a member of the Board.

                                     2
(q) "EMPLOYEE" means a regular, active employee of the Company or
         any Affiliate, including an Officer and/ or Director. The Chairman
         of the Board also qualifies as an "Employee." Within the
         limitations of Applicable Law, the Administrator shall have the
         discretion to determine the effect upon an Award and upon an
         individual's status as an Employee in the case of (i) any
         individual who is classified by the Company or its Affiliate as
         leased from or otherwise employed by a third party or as
         intermittent or temporary, even if any such classification is
         changed retroactively as a result of an audit, litigation or
         otherwise, (ii) any leave of absence approved by the Company or an
         Affiliate, (iii) any transfer between locations of employment with
         the Company or an Affiliate or between the Company and any
         Affiliate or between any Affiliates, (iv) any change in the
         Awardee's status from an employee to a Consultant or Director, and
         (v) at the request of the Company or an Affiliate an employee
         becomes employed by any partnership, joint venture or corporation
         not meeting the requirements of an Affiliate in which the Company
         or an Affiliate is a party.

         (r) "EXCHANGE ACT" means the United States Securities Exchange Act
         of 1934, as amended.

         (s) "FAIR MARKET VALUE" means, unless the Administrator determines
         otherwise, as of any date, the average of the highest and lowest
         quoted sales prices for such Common Stock as of such date (or if no
         sales were reported on such date, the average on the last preceding
         day on which a sale was made), as reported in such source as the
         Administrator shall determine.

         (t) "GRANT DATE" means the date upon which an Award is granted to
         an Awardee pursuant to this Plan.

         (u) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
         an incentive stock option within the meaning of Section 422 of the
         Code and the regulations promulgated thereunder.

         (v) "NONSTATUTORY STOCK OPTION" means an Option not intended to
         qualify as an Incentive Stock Option.

         (w) "OFFICER" means a person who is an officer of the Company
         within the meaning of Section 16 of the Exchange Act and the rules
         and regulations promulgated thereunder.

         (x) "OPTION" means a right granted under Section 8 of the Plan to
         purchase a number of Shares or Stock Units at such exercise price,
         at such times, and on such other terms and conditions as are
         specified in the agreement or other documents evidencing the Award
         (the "OPTION AGREEMENT"). Both Options intended to qualify as
         Incentive Stock Options and Nonstatutory Stock Options may be
         granted under the Plan.

         (y) "PARTICIPANT" means the Awardee or any person (including any
         estate) to whom an Award has been assigned or transferred as
         permitted hereunder.

         (z) "PLAN" means this 2004 Stock Incentive Plan.

         (aa) "QUALIFYING PERFORMANCE CRITERIA" shall have the meaning set
         forth in Section 14(b) of the Plan.

         (bb) "SHARE" means a share of the Common Stock, as adjusted in
         accordance with Section 15 of the Plan.

                                     3
(cc) "STOCK APPRECIATION RIGHT" (or "SAR") means a right, granted
         in conjunction with a Stock Option, to surrender the Stock Option
         and receive the appreciation in value of the optioned shares over
         the option price.

         (dd) "STOCK AWARD" means an award or issuance of Shares or Stock
         Units made under Section 11 of the Plan, the grant, issuance,
         retention, vesting and/or transferability of which is subject
         during specified periods of time to such conditions (including
         continued employment or performance conditions) and terms as are
         expressed in the agreement or other documents evidencing the Award
         (the "STOCK AWARD AGREEMENT").

         (ee) "STOCK UNIT" means a bookkeeping entry representing an amount
         equivalent to the fair market value of one Share, payable in cash,
         property or Shares. Stock Units represent an unfunded and unsecured
         obligation of the Company, except as otherwise provided for by the
         Administrator.

         (ff) "SUBSIDIARY" means any company (other than the Company) in an
         unbroken chain of companies beginning with the Company, provided
         each company in the unbroken chain (other than the Company) owns,
         at the time of determination, stock possessing 50% or more of the
         total combined voting power of all classes of stock in one of the
         other companies in such chain.

         (gg) "TERMINATION OF EMPLOYMENT" shall mean ceasing to be an
         Employee, Consultant or Director. However, for Incentive Stock
         Option purposes, Termination of Employment will occur when the
         Awardee ceases to be an employee (as determined in accordance with
         Section 3401(c) of the Code and the regulations promulgated
         thereunder) of the Company or one of its Subsidiaries. The
         Administrator shall determine whether any corporate transaction,
         such as a sale or spin-off of a division or business unit, or a
         joint venture, shall be deemed to result in a Termination of
         Employment.

         (hh) "TOTAL AND PERMANENT DISABILITY" shall have the meaning set
         forth in Section 22(e)(3) of the Code.

3.       STOCK SUBJECT TO THE PLAN.

         (a) Aggregate Limits. Subject to the provisions of Section 15 of
         the Plan, the aggregate number of Shares subject to Awards granted
         under the Plan is 150,000 Shares. Shares subject to Awards that are
         cancelled, expire or are forfeited shall be available for re-grant
         under the Plan. Shares issued in accordance with Section 13(d) in
         settlement of a stock appreciation right shall count against
         authorized shares, but only to the extent of the shares issued, not
         to the extent of the number of underlying stock appreciation
         rights. The Shares subject to the Plan may be either Shares
         reacquired by the Company, including Shares purchased in the open
         market, or authorized but unissued Shares.

         (b) Code Section 162(m) and 422 Limits. Subject to the provisions
         of Section 15 of the Plan, the aggregate number of Shares subject
         to Awards granted under this Plan during any calendar year to any
         one Awardee shall not exceed 50,000, except that in connection with
         his or her initial service, an Awardee may be granted Awards
         covering up to an additional 25,000 Shares. Subject to the
         provisions of Section 15 of the Plan, the aggregate number of
         Shares that may be subject to all Incentive Stock Options granted
         under the Plan is 150,000 Shares. Notwithstanding anything to the
         contrary in the Plan, the limitations set forth in this Section
         3(b) shall be subject to adjustment under Section 15(a) of the Plan
         only to the extent that such adjustment will not affect the status
         of any Award intended to qualify as performance based compensation
         under Code

                                     4
Section 162(m) or the ability to grant or the qualification of
         Incentive Stock Options under the Plan.

         (c) Stock Award Limitation. Subject to the provisions of Section 15
         of the Plan, the aggregate number of Shares that may be granted
         subject to Stock Awards made under the Plan is 150,000 Shares.

         (d) Discounted Options Limitation. The maximum aggregate number of
         Shares underlying Non-Statutory Stock Options with an exercise
         price of less than Fair Market Value on the Grant Date that may be
         granted under Section 8(b)(ii) of the Plan is 150,000 Shares,
         subject to the provisions of Section 15 of the Plan.

4.       ADMINISTRATION OF THE PLAN.

         (a)      Procedure.

                  i. Multiple Administrative Bodies. The Plan shall be
                  administered by the Board, a Committee and/or their
                  delegates.

                  ii. Section 162. To the extent that the Administrator
                  determines it to be desirable to qualify Awards granted
                  hereunder as "performance-based compensation" within the
                  meaning of Section 162(m) of the Code, Awards to "covered
                  employees" within the meaning of Section 162(m) of the
                  Code or Employees that the Committee determines may be
                  "covered employees" in the future shall be made by a
                  Committee of two or more "outside directors" within the
                  meaning of Section 162(m) of the Code.

                  iii. Rule 16b-3. To the extent desirable to qualify
                  transactions hereunder as exempt under Rule 16b-3
                  promulgated under the Exchange Act ("Rule 16b-3"), Awards
                  to Officers and Directors shall be made by the entire
                  Board or a Committee of two or more "non-employee
                  directors" within the meaning of Rule 16b-3.

                  iv. Other Administration. The Board or a Committee may
                  delegate to an authorized officer or officers of the
                  Company the power to approve Awards to persons eligible to
                  receive Awards under the Plan who are not (A) subject to
                  Section 16 of the Exchange Act, or (B) at the time of such
                  approval, "covered employees" under Section 162(m) of the
                  Code.

                  v. Delegation of Authority for the Day-to-Day
                  Administration of the Plan. Except to the extent
                  prohibited by Applicable Law, the Administrator may
                  delegate to one or more individuals the day-to-day
                  administration of the Plan and any of the functions
                  assigned to it in this Plan. Such delegation may be
                  revoked at any time.

         (b) Powers of the Administrator. Subject to the provisions of the
         Plan and, in the case of a Committee or delegates acting as the
         Administrator, subject to the specific duties delegated to such
         Committee or delegates, the Administrator shall have the authority,
         in its discretion:

                  i. to select the Employees, Consultants and/or Directors
                  of the Company or its Affiliates to whom Awards are to be
                  granted hereunder;

                  ii. to determine the number of shares of Common Stock to
                  be covered by each Award granted hereunder;

                                     5
iii. to determine the type of Award to be granted to the
                  selected Awardees;

                  iv. to approve forms of Award Agreements for use under the
                  Plan;

                  v. to determine the terms and conditions, not inconsistent
                  with the terms of the Plan, of any Award granted
                  hereunder. Such terms and conditions include, but are not
                  limited to, the exercise and/or purchase price, the time
                  or times when an Award may be exercised (which may or may
                  not be based on performance criteria), the vesting
                  schedule, any vesting and/or exercisability acceleration
                  or waiver of forfeiture restrictions, acceptable forms of
                  consideration, term, and any restriction or limitation
                  regarding any Award or the Shares relating thereto, based
                  in each case on such factors as the Administrator, in its
                  sole discretion, shall determine and may be established at
                  the time an Award is granted or thereafter;

                  vi. to correct administrative errors;

                  vii. to construe and interpret the terms of the Plan
                  (including sub-plans and Plan addenda) and Awards granted
                  pursuant to the Plan;

                  viii. to adopt rules and procedures relating to the
                  operation and administration of the Plan to accommodate
                  the specific requirements of local laws and procedures.
                  Without limiting the generality of the foregoing, the
                  Administrator is specifically authorized (A) to adopt the
                  rules and procedures regarding the conversion of local
                  currency, withholding procedures and handling of stock
                  certificates which vary with local requirements, and (B)
                  to adopt sub-plans and Plan addenda as the Administrator
                  deems desirable, to accommodate foreign laws, regulations
                  and practice;

                  ix. to prescribe, amend and rescind rules and regulations
                  relating to the Plan, including rules and regulations
                  relating to sub-plans and Plan addenda;

                  x. to modify or amend each Award, including, but not
                  limited to, the acceleration of vesting and/or
                  exercisability, provided, however, that any such amendment
                  is subject to Section 16 of the Plan and may not impair
                  any outstanding Award unless agreed to in writing by the
                  Participant;

                  xi. to allow Participants to satisfy withholding tax
                  amounts by electing to have the Company withhold from the
                  Shares to be issued upon exercise of a Nonstatutory Stock
                  Option or vesting of a Stock Award that number of Shares
                  having a Fair Market Value equal to the amount required to
                  be withheld. The Fair Market Value of the Shares to be
                  withheld shall be determined in such manner and on such
                  date that the Administrator shall determine or, in the
                  absence of provision otherwise, on the date that the
                  amount of tax to be withheld is to be determined. All
                  elections by a Participant to have Shares withheld for
                  this purpose shall be made in such form and under such
                  conditions as the Administrator may provide;

                  xii. to authorize conversion or substitution under the
                  Plan of any or all stock options, stock appreciation
                  rights or other stock awards held by employees or service
                  providers of an entity acquired by the Company (the
                  "CONVERSION AWARDS"). Any conversion or substitution shall
                  be effective as of the close of the merger or acquisition.
                  The Conversion Awards may be Nonstatutory Stock Options or
                  Incentive Stock Options, as determined

                                     6
by the Administrator, with respect to options granted by the
                  acquired entity; provided, however, that with respect to
                  the conversion of stock appreciation rights in the
                  acquired entity, the Conversion Awards shall be
                  Nonstatutory Stock Options. Unless otherwise determined by
                  the Administrator at the time of conversion or
                  substitution, all Conversion Awards shall have the same
                  terms and conditions as Awards generally granted by the
                  Company under the Plan;

                  xiii. to authorize any person to execute on behalf of the
                  Company any instrument required to effect the grant of an
                  Award previously granted by the Administrator;

                  xiv. to impose such restrictions, conditions or
                  limitations as it determines appropriate as to the timing
                  and manner of any resales by a Participant or other
                  subsequent transfers by the Participant of any Shares
                  issued as a result of or under an Award, including without
                  limitation, (A) restrictions under an insider trading
                  policy, and (B) restrictions as to the use of a specified
                  brokerage firm for such resales or other transfers;

                  xv. to provide, either at the time an Award is granted or
                  by subsequent action, that an Award shall contain as a
                  term thereof, a right, either in tandem with the other
                  rights under the Award or as an alternative thereto, of
                  the Participant to receive, without payment to the
                  Company, a number of Shares, cash or a combination
                  thereof, the amount of which is determined by reference to
                  the value of the Award; and

                  xvi. to make all other determinations deemed necessary or
                  advisable for administering the Plan and any Award granted
                  hereunder.

         (c) Effect of Administrator's Decision. All decisions,
         determinations and interpretations by the Administrator regarding
         the Plan, any rules and regulations under the Plan and the terms
         and conditions of any Award granted hereunder, shall be final and
         binding on all Participants. The Administrator shall consider such
         factors as it deems relevant, in its sole and absolute discretion,
         to making such decisions, determinations and interpretations
         including, without limitation, the recommendations or advice of any
         officer or other employee of the Company and such attorneys,
         consultants and accountants as it may select.

5.       ELIGIBILITY.

         Awards may be granted only to Employees, Consultants or Directors
of the Company or any of its Affiliates.

6.       TERM OF PLAN.

         The Plan shall become effective upon its approval by shareowners of
the Company. It shall continue in effect for a term of ten (10) years from
the later of the date the Plan or any amendment to add shares to the Plan is
approved by shareowners of the Company unless terminated earlier under
Section 16 of the Plan.

7.       TERM OF AWARD.

         The term of each Award shall be determined by the Administrator and
stated in the Award Agreement. In the case of an Option, the term shall be
ten (10) years from the Grant Date or such shorter term as may be provided
in the Award Agreement; provided that the term may be ten and one-half

                                     7
(10-1/2) years in the case of Options granted to Employees in certain
jurisdictions outside the United States as determined by the Administrator.

8.       OPTIONS.

         The Administrator may grant an Option or provide for the grant of
an Option, either from time to time in the discretion of the Administrator
or automatically upon the occurrence of specified events, including, without
limitation, the achievement of performance goals, the satisfaction of an
event or condition within the control of the Awardee or within the control
of others.

         (a) Option Agreement. Each Option Agreement shall contain
         provisions regarding (i) the number of Shares that may be issued
         upon exercise of the Option, (ii) the type of Option, (iii) the
         exercise price of the Shares and the means of payment for the
         Shares, (iv) the term of the Option, (v) such terms and conditions
         on the vesting and/or exercisability of an Option as may be
         determined from time to time by the Administrator, (vi)
         restrictions on the transfer of the Option and forfeiture
         provisions and (vii) such further terms and conditions, in each
         case not inconsistent with this Plan as may be determined from time
         to time by the Administrator.

         (b) Exercise Price. The per share exercise price for the Shares to
         be issued pursuant to exercise of an Option shall be determined by
         the Administrator, subject to the following:

                  i. In the case of an Incentive Stock Option, the per Share
                  exercise price shall be no less than 100% of the Fair
                  Market Value per Share on the Grant Date.

                  ii. In the case of a Nonstatutory Stock Option, the per
                  Share exercise price shall be no less than 75% of the Fair
                  Market Value per Share on the Grant Date. However, in the
                  case of a Nonstatutory Stock Option intended to qualify as
                  "performance-based compensation" within the meaning of
                  Section 162(m) of the Code, the per Share exercise price
                  shall be no less than 100% of the Fair Market Value per
                  Share on the Grant Date.

                  iii. Notwithstanding the foregoing, at the Administrator's
                  discretion, Conversion Awards may be granted in
                  substitution and/or conversion of options of an acquired
                  entity, with a per Share exercise price of less than 100%
                  of the Fair Market Value per Share on the date of such
                  substitution and/or conversion.

         (c) No Option Repricings. Other than in connection with a change in
         the Company's capitalization (as described in Section 15(a) of the
         Plan), the exercise price of an Option may not be reduced without
         shareowner approval.

         (d) Vesting Period and Exercise Dates. Options granted under this
         Plan shall vest and/or be exercisable at such time and in such
         installments during the period prior to the expiration of the
         Option's term as determined by the Administrator. The Administrator
         shall have the right to make the timing of the ability to exercise
         any Option granted under this Plan subject to continued employment,
         the passage of time and/or such performance requirements as deemed
         appropriate by the Administrator. At any time after the grant of an
         Option, the Administrator may reduce or eliminate any restrictions
         surrounding any Participant's right to exercise all or part of the
         Option.

         (e) Form of Consideration. The Administrator shall determine the
         acceptable form of consideration for exercising an Option,
         including the method of payment, either through the terms of the
         Option Agreement or at the time of exercise of an Option.
         Acceptable forms of consideration may include:

                                     8
i. cash;

                  ii. check or wire transfer (denominated in U.S. Dollars);

                  iii. subject to any conditions or limitations established
                  by the Administrator, other Shares which (A) in the case
                  of Shares acquired upon the exercise of an Option, have
                  been owned by the Participant for more than six months on
                  the date of surrender, and (B) have a Fair Market Value on
                  the date of surrender equal to the aggregate exercise
                  price of the Shares as to which said Option shall be
                  exercised;

                  iv. consideration received by the Company under a
                  broker-assisted sale and remittance program acceptable to
                  the Administrator;

                  v. such other consideration and method of payment for the
                  issuance of Shares to the extent permitted by Applicable
                  Laws; or

                  vi. any combination of the foregoing methods of payment.

9.       INCENTIVE STOCK OPTION LIMITATIONS/TERMS.

         (a) Eligibility. Only employees (as determined in accordance with
         Section 3401(c) of the Code and the regulations promulgated
         thereunder) of the Company or any of its Subsidiaries may be
         granted Incentive Stock Options.

         (b) $100,000 Limitation. Notwithstanding the designation "Incentive
         Stock Option" in an Option Agreement, if and to the extent that the
         aggregate Fair Market Value of the Shares with respect to which
         Incentive Stock Options are exercisable for the first time by the
         Awardee during any calendar year (under all plans of the Company
         and any of its Subsidiaries) exceeds U.S. $100,000, such Options
         shall be treated as Nonstatutory Stock Options. For purposes of
         this Section 9(b), Incentive Stock Options shall be taken into
         account in the order in which they were granted. The Fair Market
         Value of the Shares shall be determined as of the Grant Date.

         (c) Effect of Termination of Employment on Incentive Stock Options.

                  i. Generally. Unless otherwise provided for by the
                  Administrator, upon an Awardee's Termination of Employment
                  other than as a result of circumstances described in
                  Sections 9(c)(ii), (iii) and (iv) below, any outstanding
                  Incentive Stock Option granted to such Awardee, whether
                  vested or unvested, to the extent not theretofore
                  exercised, shall terminate 90 days following the Awardee's
                  Termination of Employment.

                  ii. Disability or Retirement of Awardee. Unless otherwise
                  provided for by the Administrator, upon an Awardee's
                  Termination of Employment as a result of the Awardee's
                  disability or retirement due to age in accordance with the
                  Company's or its Subsidiaries' policies, all outstanding
                  Incentive Stock Options granted to such Awardee shall
                  immediately become fully vested and exercisable and the
                  Participant may exercise such Option until (A) one (1)
                  year following Awardee's Total and Permanent Disability,
                  or (B) three (3) months after Awardee's disability (other
                  than a Total and Permanent Disability) or retirement;
                  provided, however, that in no event shall an Incentive
                  Stock Option be exercisable after the expiration of the
                  term of such Option. If the Participant

                                     9
does not exercise such Option within the time specified,
                  the Option (to the extent not exercised) shall
                  automatically terminate.

                  iii. Death of Awardee. Unless otherwise provided for by
                  the Administrator, upon an Awardee's Termination of
                  Employment as a result of the Awardee's death, all
                  outstanding Incentive Stock Options granted to such
                  Awardee shall immediately become fully vested and
                  exercisable and the Participant may exercise such Option
                  until the earlier of (A) one (1) year following the
                  Awardee's death, or (B) the expiration of the term of such
                  Option. If an Incentive Stock Option is held by the
                  Awardee when he or she dies, the Incentive Stock Option
                  may be exercised by the beneficiary designated by the
                  Awardee (as provided in Section 17 of the Plan), the
                  executor or administrator of the Awardee's estate or, if
                  none, by the person(s) entitled to exercise the Incentive
                  Stock Option under the Awardee's will or the laws of
                  descent or distribution. If the Incentive Stock Option is
                  not so exercised within the time specified, such Option
                  (to the extent not exercised) shall automatically
                  terminate.

                  iv. Voluntary Severance Incentive Program. Upon an
                  Awardee's Termination of Employment as a result of
                  participation in a voluntary severance incentive program
                  specifically declared by the Company or a Subsidiary and
                  approved by the Board or a Committee, unless provided
                  otherwise pursuant to the terms of such voluntary
                  severance incentive program, all outstanding Incentive
                  Stock Options granted to the Awardee shall immediately
                  become fully vested and exercisable and the Participant
                  may exercise such Option until the earlier of (A) three
                  (3) months following the Awardee's Termination of
                  Employment, or (B) the expiration of the term of such
                  Option. If, after Awardee's Termination of Employment, the
                  Participant does not exercise his or her Incentive Stock
                  Option within the time specified, the Option (to the
                  extent not exercised) shall automatically terminate.

                  v. Divestiture. If an Awardee will cease to be an Employee
                  because of a divestiture by the Company, prior to such
                  Termination of Employment, the Administrator may, in its
                  sole discretion, make some or all of the outstanding
                  Incentive Stock Options granted to the Awardee become
                  fully vested and exercisable and provide that such Options
                  remain exercisable for a period of time (which shall not
                  be more than three (3) months) to be determined by the
                  Administrator. The determination of whether a divestiture
                  will occur shall be made by the Administrator in its sole
                  discretion. If, after the close of the divestiture, the
                  Participant does not exercise the Incentive Stock Option
                  within the time specified, such Option (to the extent not
                  exercised) shall automatically terminate.

                  vi. Work Force Restructuring or Similar Program. If an
                  Awardee will cease to be an Employee because of a work
                  force restructuring or similar program, prior to such
                  Termination of Employment, the Administrator may, in its
                  sole discretion, make some or all of the outstanding
                  Incentive Stock Options granted to the Awardee become
                  fully vested and exercisable and provide that such Options
                  remain exercisable for a period of time (which shall not
                  be more than three (3) months) to be determined by the
                  Administrator. The determination of whether a work force
                  restructuring will occur shall be made by the
                  Administrator in its sole discretion. If, after Awardee's
                  Termination of Employment, the Participant does not
                  exercise his or her Incentive Stock Option within the time
                  specified therein, such Option (to the extent not
                  exercised) shall automatically terminate.

                                     10
(d) Leave of Absence. For purposes of Incentive Stock Options, no
         leave of absence may exceed ninety (90) days, unless reemployment
         upon expiration of such leave is guaranteed by statute or contract.
         If reemployment upon expiration of a leave of absence approved by
         the Company or a Subsidiary is not so guaranteed, an Awardee's
         employment with the Company shall be deemed terminated on the
         ninety-first (91st) day of such leave for Incentive Stock Option
         purposes and any Incentive Stock Option granted to the Awardee
         shall cease to be treated as an Incentive Stock Option and shall
         terminate upon the expiration of the three month period following
         the date the employment relationship is deemed terminated.

         (e) Transferability. The Option Agreement must provide that an
         Incentive Stock Option cannot be transferable by the Awardee
         otherwise than by will or the laws of descent and distribution,
         and, during the lifetime of such Awardee, must not be exercisable
         by any other person. If the terms of an Incentive Stock Option are
         amended to permit transferability, the Option will be treated for
         tax purposes as a Nonstatutory Stock Option.

         (f) Exercise Price. The per Share exercise price of an Incentive
         Stock Option shall be determined by the Administrator in accordance
         with Section 8(b)(i) of the Plan.

         (g) Other Terms. Option Agreements evidencing Incentive Stock
         Options shall contain such other terms and conditions as may be
         necessary to qualify, to the extent determined desirable by the
         Administrator, with the applicable provisions of Section 422 of the
         Code.

10.      EXERCISE OF OPTION.

         (a) Procedure for Exercise; Rights as a Shareowner.

                  i. Any Option granted shall be exercisable according to
                  the terms of the Plan and at such times and under such
                  conditions as determined by the Administrator and set
                  forth in the respective Award Agreement. Unless the
                  Administrator provides otherwise: (A) no Option may be
                  exercised during any leave of absence other than an
                  approved personal or medical leave with an employment
                  guarantee upon return, and (B) an Option shall continue to
                  vest during any authorized leave of absence and such
                  Option may be exercised to the extent vested and
                  exercisable upon the Awardee's return to active employment
                  status.

                  ii. An Option shall be deemed exercised when the Company
                  receives (A) written or electronic notice of exercise (in
                  accordance with the Award Agreement) from the person
                  entitled to exercise the Option; (B) full payment for the
                  Shares with respect to which the related Option is
                  exercised; and (C) with respect to Nonstatutory Stock
                  Options, payment of all applicable withholding taxes.

                  iii. Shares issued upon exercise of an Option shall be
                  issued in the name of the Participant or, if requested by
                  the Participant, in the name of the Participant and his or
                  her spouse. Unless provided otherwise by the Administrator
                  or pursuant to this Plan, until the Shares are issued (as
                  evidenced by the appropriate entry on the books of the
                  Company or of a duly authorized transfer agent of the
                  Company), no right to vote or receive dividends or any
                  other rights as a shareowner shall exist with respect to
                  the Shares subject to an Option, notwithstanding the
                  exercise of the Option.

                                     11
iv. The Company shall issue (or cause to be issued) such
                  Shares as administratively practicable after the Option is
                  exercised. An Option may not be exercised for a fraction
                  of a Share.

                  v. As a condition to the exercise of an Option, the
                  Company may require the person exercising the Option to
                  represent and warrant at the time of exercise that the
                  Shares are being purchased only for investment and without
                  any present intention to sell or distribute the acquired
                  Shares if, in the opinion of counsel to the Company, such
                  a representation is required by the provisions of
                  Applicable Law.

         (b) Effect of Termination of Employment on Nonstatutory Stock Options.

                  i. Generally. Unless otherwise provided for by the
                  Administrator, upon an Awardee's Termination of Employment
                  other than as a result of circumstances described in
                  Sections 10(b)(ii), (iii) and (iv) below, any outstanding
                  Nonstatutory Stock Option granted to such Awardee, whether
                  vested or unvested, to the extent not theretofore
                  exercised, shall terminate 90 days following the Awardee's
                  Termination of Employment.

                  ii. Disability or Retirement of Awardee. Unless otherwise
                  provided for by the Administrator, upon an Awardee's
                  Termination of Employment as a result of the Awardee's
                  disability or retirement due to age in accordance with the
                  Company's or its Affiliate's policies, all outstanding
                  Nonstatutory Stock Options granted to such Awardee shall
                  immediately become fully vested and exercisable and the
                  Participant may exercise such Option until the earlier of
                  (A) one (1) year following Awardee's disability or
                  retirement, or (B) the expiration of the term of such
                  Option. If the Participant does not exercise such Option
                  within the time specified, the Option (to the extent not
                  exercised) shall automatically terminate.

                  iii. Death of Awardee. Unless otherwise provided for by
                  the Administrator, upon an Awardee's Termination of
                  Employment as a result of the Awardee's death, all
                  outstanding Nonstatutory Stock Options granted to such
                  Awardee shall immediately become fully vested and
                  exercisable and the Participant may exercise such Option
                  until the earlier of (A) one (1) year following the
                  Awardee's death or (B) the expiration of the term of such
                  Option. If a Nonstatutory Stock Option is held by the
                  Awardee when he or she dies, such Option may be exercised
                  by the beneficiary designated by the Awardee (as provided
                  in Section 17 of the Plan), the executor or administrator
                  of the Awardee's estate or, if none, by the person(s)
                  entitled to exercise the Nonstatutory Stock Option under
                  the Awardee's will or the laws of descent or distribution.
                  If the Nonstatutory Stock Option is not so exercised
                  within the time specified, such Option (to the extent not
                  exercised) shall automatically terminate.

                  iv. Voluntary Severance Incentive Program. Upon an
                  Awardee's Termination of Employment as a result of
                  participation in a voluntary severance incentive program
                  specifically declared by the Company or an Affiliate and
                  approved by the Board or a Committee, unless provided
                  otherwise pursuant to the terms of such voluntary
                  severance incentive program, all outstanding Nonstatutory
                  Stock Options granted to such Awardee shall immediately
                  become fully vested and exercisable and the Participant
                  may exercise such Option until the earlier of (A) three
                  (3) months following the Awardee's Termination of
                  Employment (or such other period of time as provided for
                  by the Administrator), or (B) the expiration of the term
                  of such Option. If, after Awardee's Termination of
                  Employment, the Participant does not exercise his or her
                  Nonstatutory

                                     12
Stock Option within the time specified, the Option (to the
                  extent not exercised) shall automatically terminate.

                  v. Divestiture. If an Awardee will cease to be an
                  Employee, Consultant or Director because of a divestiture
                  by the Company, prior to such Termination of Employment,
                  the Administrator may, in its sole discretion, make some
                  or all of the outstanding Nonstatutory Stock Options
                  granted to the Awardee become fully vested and exercisable
                  and provide that such Options remain exercisable for a
                  period of time to be determined by the Administrator. The
                  determination of whether a divestiture will occur shall be
                  made by the Administrator in its sole discretion. If,
                  after the close of the divestiture, the Participant does
                  not exercise the Nonstatutory Stock Option within the time
                  specified therein, such Option (to the extent not
                  exercised) shall automatically terminate.

                  vi. Work Force Restructuring or Similar Program. If an
                  Awardee will cease to be an Employee or Consultant because
                  of a work force restructuring or similar program, prior to
                  such Termination of Employment, the Administrator may, in
                  its sole discretion, make some or all of the outstanding
                  Nonstatutory Options granted to the Awardee become fully
                  vested and exercisable and provide that such Options
                  remain exercisable for a period of time to be determined
                  by the Administrator. The determination of whether a work
                  force restructuring will occur shall be made by the
                  Administrator in its sole discretion. If, after Awardee's
                  Termination of Employment, the Participant does not
                  exercise his or her Nonstatutory Stock Option within the
                  time specified therein, such Option (to the extent not
                  exercised) shall automatically terminate.

11.      STOCK AWARDS.

         (a) Stock Award Agreement. Each Stock Award Agreement shall contain
         provisions regarding (i) the number of Shares subject to such Stock
         Award or a formula for determining such number, (ii) the purchase
         price of the Shares, if any, and the means of payment for the
         Shares, (iii) the performance criteria, if any, and level of
         achievement versus these criteria that shall determine the number
         of Shares granted, issued, retainable and/or vested, (iv) such
         terms and conditions on the grant, issuance, vesting and/or
         forfeiture of the Shares as may be determined from time to time by
         the Administrator, (v) restrictions on the transferability of the
         Stock Award and (vi) such further terms and conditions in each case
         not inconsistent with this Plan as may be determined from time to
         time by the Administrator.

         (b) Restrictions and Performance Criteria. The grant, issuance,
         retention and/or vesting of each Stock Award may be subject to such
         performance criteria and level of achievement versus these criteria
         as the Administrator shall determine, which criteria may be based
         on financial performance, personal performance evaluations and/or
         completion of service by the Awardee. Notwithstanding anything to
         the contrary herein, the performance criteria for any Stock Award
         that is intended to satisfy the requirements for "performance-based
         compensation" under Section 162(m) of the Code shall be established
         by the Administrator based on one or more Qualifying Performance
         Criteria selected by the Administrator and specified in writing not
         later than ninety (90) days after the commencement of the period of
         service to which the performance goals relate, provided that the
         outcome is substantially uncertain at that time.

         (c) Forfeiture. Unless otherwise provided for by the Administrator,
         upon the Awardee's Termination of Employment (other than as
         provided below in Sections 11(d), (e) and (f)), the unvested
         portion(s) of the Stock Award and the Shares subject thereto shall
         be forfeited, provided

                                     13
that to the extent that the Participant purchased any unvested
         Shares, the Company shall have a right to repurchase the unvested
         Shares at the original price paid by the Participant.

         (d) Disability or Retirement of Awardee. Unless otherwise provided
         for by the Administrator, if an Awardee's Termination of Employment
         is due to the Awardee's disability or retirement due to age in
         accordance with the Company's or its Affiliate's policies, all
         outstanding Stock Awards granted to such Awardee shall continue to
         vest, provided the following conditions are met:

                  i. The Awardee shall not render services for any
                  organization or engage directly or indirectly in any
                  business which, in the opinion of the Administrator,
                  competes with, or is in conflict with the interest of, the
                  Company. The Awardee shall be free, however, to purchase
                  as an investment or otherwise stock or other securities of
                  such organizations as long as they are public reporting
                  companies listed upon a recognized securities exchange or
                  traded over-the-counter, and as long as such investment
                  does not represent a greater than 5% interest in the
                  particular organization. For the purposes of this
                  subsection, a company (other than an Affiliate) which is
                  engaged in the business of producing, leasing or selling
                  products or providing services of the type now or at any
                  time hereafter made or provided by the Company or any of
                  its Affiliates shall be deemed to compete with the
                  Company;

                  ii. The Awardee shall not, without prior written
                  authorization from the Company, use in other than the
                  business of the Company or any of its Affiliates, any
                  confidential information or material relating to the
                  business of the Company or its Affiliates, either during
                  or after employment with the Company or any of its
                  Affiliates; and

                  iii. The Awardee shall disclose promptly and assign to the
                  Company or one of its Affiliates, as appropriate, all
                  right, title and interest in any invention or idea,
                  patentable or not, made or conceived by the Awardee during
                  employment by the Company or any of its Affiliates,
                  relating in any manner to the actual or anticipated
                  business, research or development work of the Company or
                  any of its Affiliates and shall do anything reasonably
                  necessary to enable the Company or one of its Affiliates,
                  as appropriate, to secure a patent where appropriate in
                  the United States and in foreign countries.

         (e) Death of Awardee. Unless otherwise provided for by the
         Administrator, if an Awardee's Termination of Employment is due to
         his or her death, a portion of each outstanding Stock Award granted
         to such Awardee shall immediately vest and all forfeiture
         provisions and repurchase rights shall lapse as to a prorated
         number of shares determined by dividing the number of whole months
         since the Grant Date by the number of whole months between the
         Grant Date and the date that the Stock Award would have fully
         vested (as provided for in the Stock Award Agreement). The vested
         portion of the Stock Award shall be delivered to the Participant
         (if no longer held by the Awardee), the beneficiary designated by
         the Awardee (as provided in Section 17 of the Plan), the executor
         or administrator of the Awardee's estate or, if none, by the
         person(s) entitled to receive the vested Stock Award under the
         Awardee's will or the laws of descent or distribution.

         (f) Voluntary Severance Incentive Program. Upon an Awardee's
         Termination of Employment as a result of participation in a
         voluntary severance incentive program specifically declared by the
         Company or an Affiliate and approved by the Board of Directors,
         then unless provided otherwise pursuant to the terms of such
         voluntary severance incentive program, a portion of each
         outstanding Stock Award granted to such Awardee shall immediately
         vest and all forfeiture provisions and repurchase rights shall
         lapse as to a prorated number of shares

                                     14
determined by dividing the number of whole months since the Grant
         Date by the number of whole months between the Grant Date and the
         date that the Stock Award would have fully vested (as provided for
         in the Stock Award Agreement).

         (g) Divestiture. If an Awardee will cease to be an Employee,
         Consultant or Director because of a divestiture by the Company,
         prior to such Termination of Employment, the Administrator may, in
         its sole discretion, accelerate the vesting of a portion of any
         outstanding Stock Award granted to such Awardee and provide that
         all forfeiture provisions and repurchase rights shall lapse as to a
         prorated number of shares determined by dividing the number of
         whole months since the Grant Date by the number of whole months
         between the Grant Date and the date that the Stock Award would have
         fully vested (as provided for in the Stock Award Agreement). The
         determination of whether a divestiture will occur shall be made by
         the Administrator in its sole discretion.

         (h) Work Force Restructuring or Similar Program. If an Awardee will
         cease to be an Employee or Consultant because of a work force
         restructuring by the Company, prior to such Termination of
         Employment, the Administrator may, in its sole discretion,
         accelerate the vesting of a portion of any outstanding Stock Award
         granted to such Awardee and provide that all forfeiture provisions
         and repurchase rights shall lapse as to a prorated number of shares
         determined by dividing the number of whole months since the Grant
         Date by the number of whole months between the Grant Date and the
         date that the Stock Award would have fully vested (as provided for
         in the Stock Award Agreement). The determination of whether a work
         force restructuring will occur shall be made by the Administrator
         in its sole discretion.

         (i) Rights as a Shareowner. Unless otherwise provided by the
         Administrator, the Participant shall have the rights equivalent to
         those of a shareowner and shall be a shareowner only after Shares
         are issued (as evidenced by the appropriate entry on the books of
         the Company or of a duly authorized transfer agent of the Company)
         to the Participant. Unless otherwise provided by the Administrator,
         a Participant holding Stock Units shall be entitled to receive
         dividend payments as if he or she was an actual shareowner.

12.      CASH AWARDS.

         Each Cash Award will confer upon the Participant the opportunity to
earn a future payment tied to the level of achievement with respect to one
or more performance criteria established for a performance period of not
less than one (1) year.

         (a) Cash Award. Each Cash Award shall contain provisions regarding
         (i) the target and maximum amount payable to the Participant as a
         Cash Award, (ii) the performance criteria and level of achievement
         versus these criteria which shall determine the amount of such
         payment, (iii) the period as to which performance shall be measured
         for establishing the amount of any payment, (iv) the timing of any
         payment earned by virtue of performance, (v) restrictions on the
         alienation or transfer of the Cash Award prior to actual payment,
         (vi) forfeiture provisions, and (vii) such further terms and
         conditions, in each case not inconsistent with the Plan, as may be
         determined from time to time by the Administrator. The maximum
         amount payable as a Cash Award that is settled for cash may be a
         multiple of the target amount payable.

         (b) Performance Criteria. The Administrator shall establish the
         performance criteria and level of achievement versus these criteria
         which shall determine the target and the minimum and maximum amount
         payable under a Cash Award, which criteria may be based on
         financial performance and/or personal performance evaluations. The
         Administrator may specify the

                                     15
percentage of the target Cash Award that is intended to satisfy the
         requirements for "performance-based compensation" under Section
         162(m) of the Code. Notwithstanding anything to the contrary
         herein, the performance criteria for any portion of a Cash Award
         that is intended to satisfy the requirements for "performance-based
         compensation" under Section 162(m) of the Code shall be a measure
         established by the Administrator based on one or more Qualifying
         Performance Criteria selected by the Administrator and specified in
         writing not later than 90 days after the commencement of the period
         of service to which the performance goals relate, provided that the
         outcome is substantially uncertain at that time.

         (c) Timing and Form of Payment. The Administrator shall determine
         the timing of payment of any Cash Award. The Administrator may
         provide for or, subject to such terms and conditions as the
         Administrator may specify, may permit an Awardee to elect for the
         payment of any Cash Award to be deferred to a specified date or
         event. The Administrator may specify the form of payment of Cash
         Awards, which may be cash or other property, or may provide for an
         Awardee to have the option for his or her Cash Award, or such
         portion thereof as the Administrator may specify, to be paid in
         whole or in part in cash or other property.

         (d) Termination of Employment. The Administrator shall have the
         discretion to determine the effect a Termination of Employment due
         to (i) disability, (ii) retirement, (iii) death, (iv) participation
         in a voluntary severance program, (v) participation in a work force
         restructuring or (vi) otherwise, shall have on any Cash Award.

13.      STOCK APPRECIATION RIGHTS.

         The Administrator may grant Stock Appreciation Rights either alone,
or in conjunction with other Awards, either at the time of grant or by
amendment thereafter. Each Award of Stock Appreciation Rights granted under
the Plan shall be evidenced by an instrument in such form as the
Administrator shall prescribe from time to time in accordance with the Plan
and shall comply with the following terms and conditions, and with such
other terms and conditions, including, but not limited to, restrictions upon
the Award of Stock Appreciation Rights or the Shares issuable upon exercise
thereof, as the Administrator, in its discretion, shall establish:

         (a) The Administrator shall determine the number of Shares to be
         subject to each Award of Stock Appreciation Rights. The number of
         Shares subject to an outstanding Award of Stock Appreciation Rights
         may be reduced on a share-for-share or other appropriate basis, as
         determined by the Administrator, to the extent that Shares under
         such Award of Stock Appreciation Rights are used to calculate the
         cash, Shares, other securities or property or other forms of
         payment, or any combination thereof, received pursuant to exercise
         of an Option attached to such Award of Stock Appreciation Rights,
         or to the extent that any other Award granted in conjunction with
         such Award of Stock Appreciation Rights is paid.

         (b) The Award of Stock Appreciation Rights shall not be exercisable
         for at least six months after the date of grant except as the
         Committee may otherwise determine in the event of death,
         disability, retirement or voluntary severance of the Awardee or
         upon the occurrence of a Change of Control.

         (c) The Award of Stock Appreciation Rights shall not be
         exercisable:

                  (i) unless the Option or other Award to which the Award of
                  Stock Appreciation Rights is attached is at the time
                  exercisable; and

                                     16
(ii) unless the person exercising the Award of Stock
                  Appreciation Rights has been at all times during the
                  period beginning with the date of the grant thereof and
                  ending on the date of such exercise, employed by or
                  otherwise performing services for the Company or an
                  Affiliate, except that

                           (A) in the case of any Award of Stock
                           Appreciation Rights (other than those attached to
                           an Incentive Stock Option), if such person shall
                           cease to be employed by or otherwise performing
                           services for the Company or an Affiliate solely
                           by reason of a period of employment with another
                           firm or company at the Company's request or with
                           which the Company is affiliated or related, the
                           Awardee may, during such period of related
                           employment, exercise the Award of Stock
                           Appreciation Rights as if the Awardee continued
                           direct employment with or performance of services
                           for the Company; or

                           (B) the Administrator shall establish, in its
                           discretion, the extent to which a person may
                           continue to exercise an Award of Stock
                           Appreciation Rights, which has not expired and
                           has not been fully exercised, in the event the
                           Awardee terminates employment or the performance
                           of services by reason of death, disability,
                           retirement or voluntary severance of the Awardee
                           or upon the occurrence of a Change of Control;
                           provided, that in the event of death, the
                           Administrator may provide the Awardee's
                           executors, heirs or distributors a minimum period
                           to exercise an Award of Stock Appreciation Rights
                           with respect to any Shares as to which the
                           decedent could have exercised the Award of Stock
                           Appreciation Rights, or such greater amount as
                           the Administrator may determine, which period may
                           extend beyond the original expiration date of the
                           underlying Option.

         (d) An Award of Stock Appreciation Rights shall entitle the holder
         (or any person entitled to act under the provisions of the Plan) to
         exercise such Award or to surrender unexercised the Option (or
         other Award) to which the Stock Appreciation Right is attached (or
         any portion of such Option or other Award) to the Company and to
         receive from the Company in exchange therefore, without payment to
         the Company, that number of Shares having an aggregate value equal
         to (or, in the discretion of the Administrator, less than) the
         excess of the fair market value of one Share, at the time of such
         exercise, over the exercise price (or option issuance price), as
         the case may be) per share, times the number of shares subject to
         the Award or portion thereof, which is so exercised or surrendered,
         as the case may be. The Administrator shall be entitled in its
         discretion to elect to settle the obligation arising out of the
         exercise of a Stock Appreciation Right by the payment of cash or
         other securities or property, or other forms of payment, or any
         combination thereof, as determined by the Administrator, equal to
         the aggregate value of the Shares it would otherwise be obligated
         to deliver. Any such election by the Administrator shall be made as
         soon as practicable after the receipt by the Administrator of
         written notice of the exercise of the Stock Appreciation Right. The
         value of a Share, other securities or property, or other forms of
         payment determined by the Administrator for this purpose shall be
         the fair market value thereof on the last business day next
         preceding the date of the election to exercise the Stock
         Appreciation Right, unless the Administrator, in its discretion,
         determines otherwise.

         (e) A Stock Appreciation Right may provide that it shall be deemed
         to have been exercised at the close of business on the business day
         preceding the expiration date of the Stock Appreciation Right or of
         the related Option (or other Award), or such other date as
         specified by the Administrator, if at such time such Stock
         Appreciation Right has a positive value. Such

                                     17
deemed exercise shall be settled or paid in the same manner as a
         regular exercise thereof as provided in subparagraph 13(d) hereof.

         (f) No fractional shares may be delivered under this Paragraph 13,
         but in lieu thereof a cash or other adjustment shall be made as
         determined by the Administrator in its discretion.

14.      OTHER PROVISIONS APPLICABLE TO AWARDS.

         (a) Non-Transferability of Awards. Unless determined otherwise by
         the Administrator, an Award may not be sold, pledged, assigned,
         hypothecated, transferred, or disposed of in any manner other than
         by beneficiary designation, will or by the laws of descent or
         distribution. The Administrator may make an Award transferable to
         an Awardee's family member or any other person or entity. If the
         Administrator makes an Award transferable, either at the time of
         grant or thereafter, such Award shall contain such additional terms
         and conditions as the Administrator deems appropriate, and any
         transferee shall be deemed to be bound by such terms upon
         acceptance of such transfer.

         (b) Qualifying Performance Criteria. For purposes of this Plan, the
         term "Qualifying Performance Criteria" shall mean any one or more
         of the following performance criteria, either individually,
         alternatively or in any combination, applied to either the Company
         as a whole or to a business unit, Affiliate or business segment,
         either individually, alternatively or in any combination, and
         measured either annually or cumulatively over a period of years, on
         an absolute basis or relative to a pre-established target, to
         previous years' results or to a designated comparison group, in
         each case as specified by the Committee in the Award: (i) cash
         flow; (ii) earnings (including gross margin, earnings before
         interest and taxes, earnings before taxes, and net earnings); (iii)
         earnings per share; (iv) growth in earnings or earnings per share;
         (v) stock price; (vi) return on equity or average shareowners'
         equity; (vii) total shareowner return; (viii) return on capital;
         (ix) return on assets or net assets; (x) return on investment; (xi)
         revenue; (xii) income or net income; (xiii) operating income or net
         operating income; (xiv) operating profit or net operating profit;
         (xv) operating margin; (xvi) return on operating revenue; (xvii)
         market share; (xviii) overhead or other expense reduction; (xix)
         growth in shareowner value relative to the moving average of the
         S&P 500 Index or a peer group index; (xx) strategic plan
         development and implementation; and (xxi) any other similar
         criteria. The Committee may appropriately adjust any evaluation of
         performance under a Qualifying Performance Criteria to exclude any
         of the following events that occurs during a performance period:
         (A) asset write-downs; (B) litigation or claim judgments or
         settlements; (C) the effect of changes in tax law, accounting
         principles or other such laws or provisions affecting reported
         results; (D) accruals for reorganization and restructuring
         programs; and (E) any extraordinary non-recurring items as
         described in Accounting Principles Board Opinion No. 30 and/or in
         management's discussion and analysis of financial condition and
         results of operations appearing in the Company's annual report to
         shareowners for the applicable year.

         (c) Certification. Prior to the payment of any compensation under
         an Award intended to qualify as "performance-based compensation"
         under Section 162(m) of the Code, the Committee shall certify the
         extent to which any Qualifying Performance Criteria and any other
         material terms under such Award have been satisfied (other than in
         cases where such relate solely to the increase in the value of the
         Common Stock).

         (d) Discretionary Adjustments Pursuant to Section 162(m).
         Notwithstanding satisfaction of any completion of any Qualifying
         Performance Criteria, to the extent specified at the time of grant
         of an Award to "covered employees" within the meaning of Section
         162(m) of the Code, the

                                     18
number of Shares, Options or other benefits granted, issued,
         retainable and/or vested under an Award on account of satisfaction
         of such Qualifying Performance Criteria may be reduced by the
         Committee on the basis of such further considerations as the
         Committee in its sole discretion shall determine.

15.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
         ASSET SALE.

         (a) Changes in Capitalization. Subject to any required action by
         the shareowners of the Company, (i) the number and kind of Shares
         covered by each outstanding Award, (ii) the price per Share subject
         to each such outstanding Award and (iii) the Share limitations set
         forth in Section 3 of the Plan, shall be proportionately adjusted
         for any increase or decrease in the number or kind of issued shares
         resulting from a stock split, reverse stock split, stock dividend,
         combination or reclassification of the Common Stock, or any other
         increase or decrease in the number of issued shares of Common Stock
         effected without receipt of consideration by the Company; provided,
         however, that conversion of any convertible securities of the
         Company shall not be deemed to have been "effected without receipt
         of consideration." Such adjustment shall be made by the
         Administrator, whose determination in that respect shall be final,
         binding and conclusive. Except as expressly provided herein, no
         issuance by the Company of shares of stock of any class, or
         securities convertible into shares of stock of any class, shall
         affect, and no adjustment by reason thereof shall be made with
         respect to, the number or price of shares of Common Stock subject
         to an Award.

         (b) Dissolution or Liquidation. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify each Participant as soon as practicable prior to the
         effective date of such proposed transaction. The Administrator in
         its discretion may provide for an Option to be fully vested and
         exercisable until ten (10) days prior to such transaction. In
         addition, the Administrator may provide that any restrictions on
         any Award shall lapse prior to the transaction, provided the
         proposed dissolution or liquidation takes place at the time and in
         the manner contemplated. To the extent it has not been previously
         exercised, an Award will terminate immediately prior to the
         consummation of such proposed transaction.

         (c) Change in Control. In the event there is a Change in Control of
         the Company, as determined by the Board or a Committee, the Board
         or Committee may, in its discretion, (i) provide for the assumption
         or substitution of, or adjustment to, each outstanding Award; (ii)
         accelerate the vesting of Options and terminate any restrictions on
         Cash Awards or Stock Awards; and (iii) provide for the cancellation
         of Awards for a cash payment to the Participant.

16.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a)      Amendment and Termination. The Administrator may amend,
                  alter or discontinue the Plan or any Award Agreement, but
                  any such amendment shall be subject to approval of the
                  shareowners of the Company in the manner and to the extent
                  required by Applicable Law. In addition, without limiting
                  the foregoing, unless approved by the shareowners of the
                  Company, no such amendment shall be made that would:

                  i. materially increase the maximum number of Shares for
                  which Awards may be granted under the Plan, other than an
                  increase pursuant to Section 15 of the Plan;

                  ii. reduce the minimum exercise price for Options granted
                  under the Plan;

                  iii. reduce the exercise price of outstanding Options; or

                                     19
iv. change the class of persons eligible to receive Awards
                  under the Plan.

         (b) Effect of Amendment or Termination. No amendment, suspension or
         termination of the Plan shall impair the rights of any Award,
         unless mutually agreed otherwise between the Participant and the
         Administrator, which agreement must be in writing and signed by the
         Participant and the Company. Termination of the Plan shall not
         affect the Administrator's ability to exercise the powers granted
         to it hereunder with respect to Awards granted under the Plan prior
         to the date of such termination.

         (c) Effect of the Plan on Other Arrangements. Neither the adoption
         of the Plan by the Board or a Committee nor the submission of the
         Plan to the shareowners of the Company for approval shall be
         construed as creating any limitations on the power of the Board or
         any Committee to adopt such other incentive arrangements as it or
         they may deem desirable, including without limitation, the granting
         of restricted stock or stock options otherwise than under the Plan,
         and such arrangements may be either generally applicable or
         applicable only in specific cases.

17.      DESIGNATION OF BENEFICIARY.

         (a) An Awardee may file a written designation of a beneficiary who
         is to receive the Awardee's rights pursuant to Awardee's Award or
         the Awardee may include his or her Awards in an omnibus beneficiary
         designation for all benefits under the Plan. To the extent that
         Awardee has completed a designation of beneficiary while employed
         with Boss Holdings, Inc., or any Subsidiary, such beneficiary
         designation shall remain in effect with respect to any Award
         hereunder until changed by the Awardee to the extent enforceable
         under Applicable Law.

         (b) Such designation of beneficiary may be changed by the Awardee
         at any time by written notice. In the event of the death of an
         Awardee and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such Awardee's death,
         the Company shall allow the executor or administrator of the estate
         of the Awardee to exercise the Award, or if no such executor or
         administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may allow the spouse or one or more
         dependents or relatives of the Awardee to exercise the Award to the
         extent permissible under Applicable Law.

18.      NO RIGHT TO AWARDS OR TO EMPLOYMENT.

         No person shall have any claim or right to be granted an Award and
the grant of any Award shall not be construed as giving an Awardee the right
to continue in the employ of the Company or its Affiliates. Further, the
Company and its Affiliates expressly reserve the right, at any time, to
dismiss any Employee or Awardee at any time without liability or any claim
under the Plan, except as provided herein or in any Award Agreement entered
into hereunder.

19.      LEGAL COMPLIANCE.

         Shares shall not be issued pursuant to the exercise of an Option or
Stock Award unless the exercise of such Option or Stock Award and the
issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.

                                     20
20.      INABILITY TO OBTAIN AUTHORITY.

         To the extent the Company is unable to or the Administrator deems
it infeasible to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, the
Company shall be relieved of any liability with respect to the failure to
issue or sell such Shares as to which such requisite authority shall not
have been obtained.

21.      RESERVATION OF SHARES.

         The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

22.      NOTICE.

         Any written notice to the Company required by any provisions of
this Plan shall be addressed to the Secretary of the Company and shall be
effective when received.

23.      GOVERNING LAW; INTERPRETATION OF PLAN AND AWARDS.

         (a) This Plan and all determinations made and actions taken
         pursuant hereto shall be governed by the substantive laws, but not
         the choice of law rules, of the state of Delaware.

         (b) In the event that any provision of the Plan or any Award
         granted under the Plan is declared to be illegal, invalid or
         otherwise unenforceable by a court of competent jurisdiction, such
         provision shall be reformed, if possible, to the extent necessary
         to render it legal, valid and enforceable, or otherwise deleted,
         and the remainder of the terms of the Plan and/or Award shall not
         be affected except to the extent necessary to reform or delete such
         illegal, invalid or unenforceable provision.

         (c) The headings preceding the text of the sections hereof are
         inserted solely for convenience of reference, and shall not
         constitute a part of the Plan, nor shall they affect its meaning,
         construction or effect.

         (d) The terms of the Plan and any Award shall inure to the benefit
         of and be binding upon the parties hereto and their respective
         permitted heirs, beneficiaries, successors and assigns.

         (e) All questions arising under the Plan or under any Award shall
         be decided by the Administrator in its total and absolute
         discretion. In the event the Participant believes that a decision
         by the Administrator with respect to such person was arbitrary or
         capricious, the Participant may request arbitration with respect to
         such decision. The review by the arbitrator shall be limited to
         determining whether the Administrator's decision was arbitrary or
         capricious. This arbitration shall be the sole and exclusive review
         permitted of the Administrator's decision, and the Awardee shall as
         a condition to the receipt of an Award be deemed to explicitly
         waive any right to judicial review.

         (f) Notice of demand for arbitration shall be made in writing to
         the Administrator within thirty (30) days after the applicable
         decision by the Administrator. The arbitrator shall be selected
         from amongst those members of the Board who are neither
         Administrators nor Employees. If there are no such members of the
         Board, the arbitrator shall be selected by the Board. Such
         arbitrator shall be neutral within the meaning of the Commercial
         Rules of Dispute Resolution of

                                     21
the American Arbitration Association; provided, however, that the
         arbitration shall not be administered by the American Arbitration
         Association. Any challenge to the neutrality of the arbitrator
         shall be resolved by the arbitrator whose decision shall be final
         and conclusive. The arbitration shall be administered and conducted
         by the arbitrator pursuant to the Commercial Rules of Dispute
         Resolution of the American Arbitration Association. The decision of
         the arbitrator on the issue(s) presented for arbitration shall be
         final and conclusive and may be enforced in any court of competent
         jurisdiction.

24.      LIMITATION ON LIABILITY.

         The Company and any Affiliate which is in existence or hereafter
comes into existence shall not be liable to a Participant, an Employee, an
Awardee or any other persons as to:

         (a) The Non-Issuance of Shares. The non-issuance or sale of Shares
         as to which the Company has been unable to obtain from any
         regulatory body having jurisdiction the authority deemed by the
         Company's counsel to be necessary to the lawful issuance and sale
         of any shares hereunder; and

         (b) Tax Consequences. Any tax consequence expected, but not
         realized, by any Participant, Employee, Awardee or other person due
         to the receipt, exercise or settlement of any Option or other Award
         granted hereunder.

25.      UNFUNDED PLAN.

         Insofar as it provides for Awards, the Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to Awardees
who are granted Stock Awards under this Plan, any such accounts will be used
merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets which may at any time be represented by Awards, this
Plan shall not be construed as providing for such segregation, and neither
the Company nor the Administrator shall be deemed to be a trustee of stock
or cash to be awarded under the Plan. Any liability of the Company to any
Participant with respect to an Award shall be based solely upon any
contractual obligations which may be created by the Plan; no such obligation
of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the
Administrator shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.

                                     22