SCHEDULE 14C INFORMATION

Information  Statement Pursuant to Section 14(c) of the Securities  Exchange Act
of 1934

Check the appropriate box:

[X] Preliminary Information Statement

[_]  Confidential,  For Use of the Commission only (as permitted by Rule For Use
of the Commission only (as permitted by Rule 14c-5(d)(2)) 14c-5(d)(2))

[_] Definitive Information Statement

                                  BTHC VI, INC.
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No Fee Required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act Rule  0-11  (set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------
(5) Total fee paid:

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

[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------
(3) Filing party:

--------------------------------------------------------------------------------
(4) Date filed:

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





                                  BTHC VI, INC.
                               12890 Hilltop Road
                               Argyle, Texas 76226

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY __, 2007

     A Special Meeting of Stockholders of BTHC VI, Inc., a Delaware corporation,
will be held at the  Company's  principal  executive  offices  located  at 12890
Hilltop Road,  Argyle,  Texas 76226, on May __, 2007, at 9:00 a.m.,  local time,
for the following purposes:

(i)  To approve amendments to our Cerificate of Incorporation to (a) implement a
     1-for-1.67  reverse split of the outstanding shares of our Common Stock and
     (b) increase our total  authorized  stock from  40,000,000  to  100,000,000
     shares of Common Stock;

(ii) To approve the BTHC VI, Inc. Long-Term Incentive Plan; and

(iii) To transact such other business as may properly come before the meeting.

     The Board of Directors has fixed the close of business on April __, 2007 as
the record date for  determining the  stockholders  entitled to notice of and to
vote at the Special Meeting and any adjournment or postponement thereof.

     Shares of Common  Stock can be voted at the  meeting  only if the holder is
present at the meeting in person or by a valid proxy.  WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

     All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors,

/s/ Timothy P. Halter
Timothy P. Halter
Chief Executive Officer

                                      -2-



                              INFORMATION STATEMENT


                                  BTHC VI, INC.
                               12890 Hilltop Road
                               Argyle, Texas 76226

                      WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

     This Information Statement is being mailed on or about May __, 2007, to the
holders of record (the  "Stockholders")  of the  outstanding  common stock,  par
value $.001 per share ("Common Stock"), of BTHC VI, Inc., a Delaware corporation
(the  "Company"),  in connection with a special meeting (the "Special  Meeting")
that will be held at the Company's  principal executive offices located at 12890
Hilltop Road, Argyle,  Texas 76226, on May __, 2007, at 10:00 a.m. (local time).
The Board of  Directors  has fixed the close of  business on April __, 2007 (the
"Record Date"), as the record date for determining the Stockholders  entitled to
notice of and to vote at the Special Meeting and any adjournment or postponement
thereof.  Except as  otherwise  indicated  by the  context,  references  in this
information  statement to "Company," "we," "us," or "our" are references to BTHC
VI, Inc.

     At the  Special  Meeting,  the  Stockholders  will  be  asked  to  consider
proposals to amend our Certificate of Incorporation (the "Amendments") to effect
the following:

(i)  the  implementation of a 1-for-1.67 reverse split of the outstanding shares
     of our Common Stock (the "Reverse Split");

(ii) an increase in our total  authorized  stock from  40,000,000 to 100,000,000
     shares of Common Stock.

A copy of the Certificate of Amendment to be filed with the state of Delaware to
effect the Amendments is attached to this Information Statement as Appendix A.

     Stockholders  will  also be asked at the  Special  Meeting  to  consider  a
proposal to approve the BTHC VI, Inc.  Long-Term  Incentive Plan (the "Plan"). A
copy of the Plan is attached to this Information Statement as Appendix B.

     Each share of Common Stock is entitled to one vote per share. We had, as of
the Record Date, 500,000 shares of Common Stock outstanding,  meaning that there
will be 500,000 votes  eligible to be cast at the Special  Meeting.  Each of the
proposals  regarding the Amendments  requires the affirmative vote of at least a
majority of the shares of Common  Stock  entitled to vote  thereon,  or at least
250,000  affirmative  votes,  to be  adopted.  The  proposal to approve the Plan
requires for approval the  affirmative  vote of the holders of a majority of the
total number of shares of Common Stock present in person or represented by proxy
and entitled to vote thereon and actually voted on the proposal. Abstentions are
counted for the  purposes of  determining  whether a quorum is achieved  and for
determining  the number of shares which are present in person or  represented by
proxy at the Special Meeting. Consequently, an abstention has the same effect as
a vote against a proposal,  as each  abstention is one less vote in favor of the
proposal.  Broker  non-votes  in respect of any  proposal  are not  counted  for
purposes of determining  whether a proposal has received the requisite approval.
Stockholders have no right to cumulative voting as to any matter.

     Halter Financial  Investments,  L.P. ("HFI"), which holds 350,000 shares of
Common  Stock,  or a  majority  of  our  Common  Stock  and a  majority  of  the




outstanding Common Stock entitled to vote at the Special Meeting, has advised us
that it  presently  intends to vote in favor of the  proposals  to  approve  the
Amendments and the proposal to approve the Plan. It is  anticipated,  therefore,
that the proposals  regarding the Amendments and the proposal regarding the Plan
will be approved.














                                      -2-



                               GENERAL INFORMATION

     This  Information  Statement is being first mailed on or about May __, 2007
to  Stockholders  of the Company by the board of directors  to provide  material
information regarding the Special Meeting.

     Only  one  Information   Statement  is  being  delivered  to  two  or  more
Stockholders who share an address unless we have received  contrary  instruction
from one or more of such Stockholders. We will promptly deliver, upon written or
oral request, a separate copy of this Information Statement to a security holder
at a shared address to which a single copy of the document was delivered. If you
would like to request additional copies of this Information Statement,  or if in
the future you would like to receive  multiple copies of information  statements
or proxy  statements,  or annual  reports,  or, if you are  currently  receiving
multiple  copies of these  documents and would,  in the future,  like to receive
only a single copy, please so instruct us by writing to the corporate  secretary
at the Company's executive offices at the address specified above.

             PLEASE NOTE THAT WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

         The entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them.

                     AUTHORIZATION BY THE BOARD OF DIRECTORS

     On May __,  2007,  our  board  of  directors  (the  "Board  of  Directors")
unanimously adopted resolutions declaring the advisability of the Amendments and
the Plan and recommended  that the  Stockholders  approve (i) the Amendments set
forth in the Certificate of Amendment  provided  herewith as Appendix A and (ii)
the Plan, a copy of which is provided herewith as Appendix B.

     The Reverse Split will reduce the number of issued and  outstanding  shares
of our  Common  Stock and  effectively  increase  the number of  authorized  and
unissued shares of our Common Stock available for future  issuance.  The Reverse
Split has been implemented for the primary purpose of facilitating a combination
transaction  (the  "Transaction")  with a privately held business with which the
Company has entered  into a  non-binding  letter of intent dated as of April 18,
2007 (the "LOI").

     The  increase  in our  total  authorized  Common  Stock  has been also been
effected to facilitate the Transaction.  In addition,  the increase in our total
authorized  Common  Stock will also  provide us with  greater  flexibility  with
respect  to our  capital  structure  for  such  purposes  as  additional  equity
financings and future stock-based acquisitions.

     The  Plan  has  also  been   effected  to   facilitate   the   Transaction.
Additionally,  the Plan will allow the Board of Directors the ability to provide
compensatory awards to attract and retain officers, other employees,  directors,
consultants  and other  independent  contractors  after the Transaction has been
completed.

                              MAJORITY STOCKHOLDERS

     HFI,  which  holds  350,000  shares of Common  Stock,  or a majority of our
Common Stock and a majority of the outstanding  Common Stock entitled to vote at
the Special Meeting,  has advised us that it presently  intends to vote in favor
of the proposals to approve the Amendments and the proposal to approve the Plan.
It is anticipated,  therefore,  that the proposals  regarding the Amendments and
the proposal regarding the Plan will be approved.  Information  regarding HFI is
set forth below:



                                      -3-



--------------------------------------- ---------------------------- -----------
Consenting Stockholder                       Number of Shares         % of total
--------------------------------------- ---------------------------- -----------
Halter Financial Investments, L.P.*
12890 Hill Top Road                              350,000*                70.0%
Argyle, Texas 76226
--------------------------------------- ---------------------------- -----------
Total:                                           350,000                 70.0%
--------------------------------------- ---------------------------- -----------

     * Halter  Financial  Investments,  L.P. is a Texas limited  partnership  of
which Halter Financial  Investments GP, LLC, a Texas limited liability  company,
is the sole general  partner.  HFI holds 350,000 shares of our Common Stock. The
limited partners of HFI are: (i) TPH Capital, L.P., a Texas limited partnership,
of which TPH Capital GP, LLC, a Texas limited liability company,  is the general
partner,  of which Timothy P. Halter is the sole member;  (ii) Bellfield Capital
Partners,  L.P.,  a  Texas  limited  partnership,  of  which  Bellfield  Capital
Management, LLC, a Texas limited liability company, is the sole general partner,
of which David Brigante is the sole member;  (iii) Colhurst  Capital LP, a Texas
limited  partnership,  of  which  Colhurst  Capital  GP,  LLC,  a Texas  limited
liability  company,  is the general  partner,  of which George L. Diamond is the
sole  member;  and (iv)  Rivergreen  Capital,  LLC,  a Texas  limited  liability
company,  of which Marat Rosenberg is the sole member. As a result,  each of the
foregoing  persons may be deemed to be a beneficial  owner of the shares held of
record by HFI.

     The  Company  will file the  Certificate  of  Amendment  with the  Delaware
Secretary of State. The Certificate of Amendment will become effective upon such
filing,  and we  anticipate  that such  filing  will occur  after the  proposals
regarding the  Amendments  are approved at the Special  Meeting on May __, 2007.
The  Plan  will  become  effective  on  May  __,  2007  after  approval  by  the
Stockholders.

                   DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

     The Company's authorized capital currently consists of 40,000,000 shares of
Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share
(the "Preferred Stock").

     Each share of Common Stock  entitles its record  holder to one (1) vote per
share held. Holders of Common Stock do not have cumulative  voting,  conversion,
redemption rights or preemptive rights to acquire additional shares.

     At the close of business on the Record Date, the Company had 500,000 shares
of Common Stock issued and  outstanding  and no shares of Preferred Stock issued
and outstanding.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock immediately before and after
the effectuation of the Reverse Split by:

     o    each  Stockholder  known by the Company to be the beneficial  owner of
          more  than 5% of the  Company's  outstanding  securities  prior to and
          after the  closing of the  transactions  contemplated  by the  Reverse
          Split;

     o    each current director of the Company;

     o    each of the named  executive  officers  of the  Company  listed in the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          2006; and



                                      -4-





     o    all current directors and executive officers as a group.

     Unless  otherwise  specified,  the address of each of the persons set forth
below is in care of BTHC VI, Inc., 12890 Hilltop Road, Argyle, Texas 76226.


                           Before effectiveness of the Reverse Split (2)      After effectiveness of the Reverse Split (3)
 Name and Address of       Amount of Beneficial     Percent of Common      Amount of Beneficial
 Beneficial Owner (1)            Ownership                 Stock                 Ownership          Percent of Common Stock
 --------------------            ---------                 -----                 ---------          -----------------------
                                                                                        

 Timothy P. Halter (4)            350,000                  70.0%                  209,581                    70.0%
 David Brigante (4)               350,000                  70.0%                  209,581                    70.0%
 George Diamond (4)               350,000                  70.0%                  209,581                    70.0%
 Marat Rosenberg (4)              350,000                  70.0%                  209,581                    70.0%
 Olga Guerra                       58,294                  11.7%                   34,907                    11.7%
 Directors and officers
 as a group (5)                   350,000                  70.0%                  209,581                    70.0%


     (1)  Beneficial  ownership has been determined in accordance with the rules
          of the SEC and  generally  includes  voting or  investment  power with
          respect to securities.  Except as otherwise  provided herein,  each of
          the  beneficial  owners listed above has direct  ownership of and sole
          voting power and investment power with respect to the shares of Common
          Stock.

     (2)  A total of  500,000  shares  of  Common  Stock  are  considered  to be
          outstanding  pursuant to Rule 13d-3(d)(1)  under the Exchange Act. For
          each beneficial  owner above, any options  exercisable  within 60 days
          have been  included in the  denominator  for  purposes of  determining
          percentage ownership.

     (3)  Based  on  300,000  shares  of  Common  Stock  outstanding  after  the
          consummation of the Reverse Split.

     (4)  The  referenced  shares of Common Stock are owned by Halter  Financial
          Investments,  L.P. HFI is a Texas limited  partnership of which Halter
          Financial  Investments GP, LLC, a Texas limited liability company,  is
          the sole  general  partner.  The limited  partners of HFI are: (i) TPH
          Capital,  L.P., a Texas limited partnership,  of which TPH Capital GP,
          LLC, a Texas limited  liability  company,  is the general partner,  of
          which  Timothy P. Halter is the sole member;  (ii)  Bellfield  Capital
          Partners,  L.P.,  a Texas  limited  partnership,  of  which  Bellfield
          Capital  Management,  LLC, a Texas limited liability  company,  is the
          sole  general  partner,  of which David  Brigante is the sole  member;
          (iii)  Colhurst  Capital  LP, a Texas  limited  partnership,  of which
          Colhurst Capital GP, LLC, a Texas limited  liability  company,  is the
          general  partner,  of which George L. Diamond is the sole member;  and
          (iv) Rivergreen  Capital,  LLC, a Texas limited liability company,  of
          which Marat  Rosenberg  is the sole member.  As a result,  each of the
          foregoing persons may be deemed to be a beneficial owner of the shares
          held of record by HFI.


                                      -5-



     (5)  Timothy P. Halter is the Company's sole director and officer.

                              PROPOSALS TO APPROVE
                THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION

     On May __, 2007, our Board of Directors approved,  subject to receiving the
approval  of  the  holders  of a  majority  of  the  outstanding  Common  Stock,
amendments  to our  Certificate  of  Incorporation  to (i)  effect a  1-for-1.67
Reverse Split of Common Stock and (ii) increase our total  authorized stock from
40,000,000 to  100,000,000  shares of Common  Stock.  HFI has advised us that it
presently  intends to vote in favor of the proposals to approve the  Amendments.
It is anticipated,  therefore,  that the proposals regarding the Amendments will
be approved.

     1.   Adoption of 1-for-1.67 Reverse Stock Split

     Our  Board  of  Directors  unanimously  approved,  subject  to  Stockholder
approval,  the  1-for-1.67  Reverse  Split of our  Common  Stock,  which will be
effectuated in conjunction with the adoption of the Amendments.

     The Reverse Split will reduce the number of issued and  outstanding  shares
of our Common Stock.  The Reverse  Split will become  effective on the Effective
Date, which occurs when the Certificate of Amendment is filed with the Secretary
of State  of the  State of  Delaware.  We  expect  to file  the  Certificate  of
Amendment on May __, 2007.

          Purposes for Reverse Split and Effect on Common Stock

     The Reverse Split of the outstanding shares of our Common Stock will reduce
the number of issued and  outstanding  shares of our Common  Stock.  The Reverse
Split has been implemented to facilitate the Transaction.

     On the Effective Date, every 1.67 shares of Common Stock will automatically
be combined and changed into one share of Common Stock. No additional  action on
our part or any  Stockholder  will be  required  in order to effect the  Reverse
Split.  Certificates that represent pre-Reverse Split shares will automatically,
and without any action on the part of any person, represent approximately 60% of
such pre-Reverse Split shares following the Effective Date.

     No fractional  shares of post-Reverse  Split Common Stock will be issued to
any  stockholder.  Accordingly,  Stockholders  of record who would  otherwise be
entitled to receive  fractional shares of post-Reverse  Split Common Stock will,
upon surrender of their  certificates  representing  shares of pre-Reverse Split
Common Stock, receive a full share of our Common Stock.

     We will obtain a new CUSIP  number for our Common  Stock at the time of the
Reverse Split.  Following the  effectiveness  of the Reverse  Split,  every 1.67
shares of Common Stock presently outstanding,  without any action on the part of
the  stockholder,  will  represent  one share of Common  Stock.  Subject  to the
provisions  for   elimination  of  fractional   shares,   as  described   above,
consummation  of the Reverse  Split will not result in a change in the  relative
equity position or voting power of the holders of Common Stock.

          Federal Income Tax Consequences of the Reverse Split

     The  combination of 1.67 shares of pre-Reverse  Split Common Stock into one
share of post-Reverse Split Common Stock should be a tax-free  transaction under
the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  and the holding



                                      -6-


period and tax basis of the  pre-Reverse  Split Common Stock will be transferred
to the post-Reverse Split Common Stock.

     This discussion should not be considered as tax or investment  advice,  and
the  tax  consequences  of  the  Reverse  Split  may  not be the  same  for  all
Stockholders.  Stockholders  should consult their own tax advisors to know their
individual federal, state, local and foreign tax consequences.

     2.   Increase of Authorized Common Stock of the Company

     The terms of the newly authorized  shares of Common Stock will be identical
to those of the currently  outstanding shares of Common Stock. The authorization
of additional shares of Common Stock will not alter the current number of issued
shares.  However,  because holders of Common Stock have no preemptive  rights to
purchase or subscribe for any unissued stock of the Company, the issuance of any
newly  authorized  shares of Common Stock will reduce the current  Stockholders'
percentage  ownership  interest in the total outstanding shares of Common Stock.
Depending upon the  circumstances  under which newly authorized shares of Common
Stock are issued,  Stockholders  may  experience  a reduction  in  stockholders'
equity per share and voting power.  The relative  rights and  limitations of the
shares of Common Stock will remain unchanged.

     Purpose for Increase and Effects of Increase on Authorized Common Stock

     The  increase  in our total  authorized  shares  of  Common  Stock has been
effected for the primary purpose of facilitating the  Transaction.  In addition,
the  increase in our total  authorized  stock will also  provide us with greater
flexibility  with  respect  to  our  capital  structure  for  such  purposes  as
additional equity financings and future stock-based acquisitions.

     The  increase in the number of  authorized  but  unissued  shares of Common
Stock will enable the Company,  without further Stockholder  approval,  to issue
shares from time to time as may be required for proper business  purposes,  such
as  raising  additional  capital  for  ongoing  operations,  business  and asset
acquisitions,  stock splits and dividends,  present and future employee  benefit
programs,  and  other  corporate  purposes.   Having  a  substantial  number  of
authorized  but  unissued  shares  of Common  Stock  that are not  reserved  for
specific  purposes will allow us to take prompt action with respect to corporate
opportunities that develop, without the delay and expense of convening a meeting
of stockholders or obtaining the written consent of stockholders for the purpose
of approving an increase in our capitalization.  It is not the present intention
of our Board of Directors to seek stockholder  approval prior to any issuance of
shares of Common Stock that would become  authorized  by the  Amendments  unless
otherwise required by law or regulation.

     While the Board of Directors may  entertain  and seek future  financing and
acquisition  opportunities,  there are no definitive  financing  transactions or
business or asset  acquisitions  contemplated at this time, and the amendment to
our  Certificate  of  Incorporation  was  not  proposed  with  the  intent  that
additional shares be utilized in any specific financing  transaction or business
or asset acquisition, other than in connection with the Transaction.

     The increase in the authorized  number of shares of Common Stock could have
other effects on the  Stockholders,  depending upon the nature and circumstances
of any future  issuances of authorized but unissued  shares.  The increase could
have an anti-takeover  effect, in that additional shares could be issued (within
the limits  imposed by applicable  law) in one or more  transactions  that could
make a change in control or takeover of the Company more difficult. For example,
additional  shares  could be issued  by the  Company  so as to dilute  the stock
ownership or voting rights of persons  seeking to obtain control of the Company.
Similarly,  the issuance of additional shares to certain persons allied with the



                                      -7-


Company's management could have the effect of making it more difficult to remove
the  Company's  current  management  by diluting  the stock  ownership or voting
rights of persons seeking to cause such removal.

     Your Board of Directors  recommends a vote FOR the proposals to approve the
Amendments.


                               PROPOSAL TO APPROVE
                     BTHC VI, INC. LONG-TERM INCENTIVE PLAN

     On May __, 2007, our Board of Directors  adopted,  subject to receiving the
approval of the holders of a majority of the outstanding  Common Stock, the BTHC
VI, Inc. Long-term  Incentive Plan. HFI has advised us that it presently intends
to vote in favor  of the  proposal  to  approve  the  Plan.  It is  anticipated,
therefore, that the proposal regarding the Plan will be approved.

     The Plan  authorizes  the Board of Directors,  or a committee  thereof,  to
provide  equity-based   compensation  in  the  form  of  stock  options,   stock
appreciation  rights  ("SARs"),   restricted  stock,   restricted  stock  units,
performance  shares and units, and other  stock-based  awards for the purpose of
attracting and retaining officers, other employees,  directors,  consultants and
other  independent  contractors  of the Company  (and its  subsidiaries)  and to
provide  persons  incentives  and  rewards  for  performance.  The Plan has been
adopted to facilitate the Transaction or, if such Transaction does not occur any
other  potential  business  combination.   The  following  summary  is  a  brief
description of the Plan.  This summary is qualified in its entirety by reference
to the Plan and is to be interpreted  solely in accordance with the Plan, a copy
of which is attached as Appendix B to this Information Statement.


     o    Plan  Limits.  Total  awards  under the Plan are limited to  3,035,000
          shares of Common Stock ("Common  Shares"),  after giving effect to the
          Reverse Split. The Plan also limits the aggregate number stock options
          and SARs that may be granted to any one participant in a calendar year
          to 750,000 and the aggregate  number of shares of restricted stock and
          restricted  stock  units  subject  to the  achievement  of  Management
          Objectives  (as  defined   below),   performance   shares  and  shares
          underlying  other  equity-based  awards that may be granted to any one
          participant  in a calendar  year to 750,000.  And,  under the Plan, no
          participant will receive performance units in any calendar year having
          a value at the date of grant in excess of $3 million.

     o    No  Repricing.  Option  repricing is  prohibited  without  stockholder
          approval under the Plan.

     o    Other Features.

     o    The Plan also  provides  that no stock options or SARs will be granted
          with an exercise or base price less than the fair market  value of the
          Common Stock on the date of grant.

     o    The Plan is designed to allow awards made under the Plan to qualify as
          performance-based  compensation  under Section  162(m) of the Internal
          Revenue Code.

     o    It is  intended  that  the  Board  of  Directors  will  delegate  to a
          committee  of  the  Board  (the   "Committee")   (consisting  of  only
          independent   directors)   administration   of  the  Plan   after  the
          Transaction  or  any  other  future  transaction.   Pursuant  to  such
          delegation, the Committee will have all of the powers and authority of
          the Board of Directors as described herein.

Summary of the Plan


                                      -8-


     Shares Available Under the Plan. As stated above,  subject to adjustment as
provided  in the  Plan,  the  number  of  Common  Shares  that may be  issued or
transferred under the Plan will not exceed 3,035,000 Common Shares (after giving
effect to the Reverse Split) plus any shares underlying awards granted under the
Plan that expire or are forfeited or are  cancelled.  Shares covered by an award
granted  under the Plan shall not be  counted as used  unless and until they are
actually issued and delivered to a participant.  Without limiting the generality
of the  foregoing,  the number of Common  Shares  available  will be adjusted to
account for shares relating to awards that expire, are forfeited,  terminated or
cancelled without the issuance of Common Shares and to awards settled in cash in
lieu of Common  Shares.  Shares  issued under the Plan may be shares of original
issuance or treasury shares or a combination of the foregoing. The Plan contains
a number of limits on the number of Common Shares that can be issued,  including
to any one participant in a calendar year as described above.  Further, the Plan
limits the aggregate  number of Common Shares that may be issued or  transferred
by the  Company  upon the  exercise  of  incentive  stock  options  ("ISOs")  to
3,035,000  Common Shares (after giving effect to the Reverse Split).  The limits
contained in the Plan are subject to certain adjustments as provided in the Plan
in the event of stock  splits,  stock  dividends,  the  issuance  of rights  and
certain other events.

     Eligibility.  Officers, other employees,  directors,  consultants and other
independent  contractors of the Company and its  subsidiaries  or any person who
has agreed to commence serving in any of those capacities  within 90 days of the
date of grant may be selected by the Board to receive benefits under the Plan.

     Types of Awards Authorized.  The Plan provides for the granting of dividend
equivalents,  option rights,  SARs,  restricted  stock,  restricted stock units,
performance  shares,  performance units and other awards that may be denominated
or payable in, valued in whole or in part by reference to or otherwise  based on
or related to, the Common  Shares or factors that may influence the value of its
Common  Shares.  Awards granted under the plan will be upon such terms as may be
approved by the Committee and set forth in an evidence of award.  An evidence of
award will contain such terms and  provisions,  consistent with the plan, as the
Committee may approve,  including  provisions for the acceleration of vesting or
satisfaction  of  other  requirements  upon the  occurrence  of  certain  events
including  change in control events.  Stock options and SARs will not be granted
with an exercise  price or base price,  as the case may be, less than the market
value per share. No option right or appreciation  right may be exercisable  more
than 10 years from the date of grant.

     Management Objectives.  The Plan contemplates that the Board will establish
"Management  Objectives"  for  purposes of  performance  shares and  performance
units. When so determined,  option rights,  SARs,  restricted stock,  restricted
stock units,  other  awards under the Plan or dividend  credits may also specify
Management  Objectives  that must be achieved as a condition to exercising  such
rights in the case of  options  and SARs and to result in  termination  or early
termination  of the  restrictions  applicable  to  such  shares  in the  case of
restricted  stock and  restricted  stock  units.  Management  Objectives  may be
described in terms of either  company-wide  objectives  or  objectives  that are
related  to the  performance  of the  individual  participant  or a  subsidiary,
division,  department,  region or function. To the extent that Section 162(m) of
the Internal  Revenue Code may apply to a grant or award, the Board may provide,
in connection with the setting of Management Objectives,  that any evaluation of
performance may include or exclude certain items,  including but not limited to,
asset write downs,  litigation or claim judgments or settlements,  the effect of
changes in tax laws, accounting principles or other laws or provisions affecting
reported results, any reorganization and restructuring  programs,  extraordinary
nonrecurring  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 stockholders
for the applicable year, acquisitions or divestitures and foreign exchange gains
and losses.  To the extent such  inclusions or  exclusions  affect the awards to
"covered  employees" (as defined in the Plan) and Section 162(m) of the Internal
Revenue Code would apply to such awards,  they will be prescribed in a form that



                                      -9-


meets the  requirements  of  Section  162(m) of the  Internal  Revenue  Code for
deductibility.

     Management  Objectives  applicable to any award to a participant who is, or
is determined  by the Board likely to become,  a "covered  employee"  within the
meaning of  Section  162(m) of the  Internal  Revenue  Code,  will be limited to
specified  levels of or relative peer company  performance in any one or more of
the  following  objectives,  or any  combination  thereof,  as determined by the
Committee in its sole  discretion:  adjusted net earnings,  cash flow (including
free cash  flow),  cost of  capital,  cost  reduction,  customer  service,  debt
reduction,  development  milestone  achievement,  earnings and  earnings  growth
(including  earnings  per share and earning  before  taxes and  earnings  before
interest and taxes),  economic value added,  establishment  of partnerships  and
collaborations,  financing proceeds, gross profit, inventory management,  market
share,  market value added, net income,  operating profit and operating  income,
partnership milestone achievement, productivity improvement, profit after taxes,
project execution, quality, recruitment and development of associates, reduction
of fixed  costs,  return on assets and return on net  assets,  return on equity,
return on invested capital,  sales and sales growth,  successful start-up of new
facility,  successful  acquisition/divestiture,  total  stockholder  return  and
improvement of stockholder  return,  unit volume, unit cost, pricing and working
capital.

     If  the  Board  determines  that a  change  in  the  business,  operations,
corporate  structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives  unsuitable,  the Board may in its discretion  modify such Management
Objectives or the minimum acceptable level of achievement,  in whole or in part,
as the Board deems  appropriate and equitable,  except in the case of a "covered
employee" where such action would result in the loss of the otherwise  available
exemption  under Section 162(m) of the Internal  Revenue Code. In such case, the
Board may not make any  modification  of the  Management  Objectives  or minimum
acceptable level of achievement with respect to such "covered employee."

     Administration and Amendments.  The Plan is to be administered by the Board
of Directors,  except that the Board has the authority to delegate any or all of
its powers under the Plan to the Committee or another committee of the Board (or
a  subcommittee  thereof).  It is  intended  that the  Board of  Directors  will
delegate to the Committee  administration  of the Plan after the consummation of
the  Transaction,  if it occurs.  The Committee would be authorized to interpret
the Plan and related agreements and other documents. The Committee may amend the
Plan from time to time without further  approval by the Company's  stockholders,
except where the amendment (1) would materially  increase the benefits  accruing
to  participants  under the Plan,  (2) would  materially  increase the number of
securities which may be issued under the Plan, (3) would  materially  modify the
requirements for  participation in the Plan or (4) must otherwise be approved by
the  stockholders  of the  Company  in order to  comply  with  applicable  legal
requirements or the requirements of the principal national  securities  exchange
upon which the Common Shares are traded or quoted.

     Change in Control.  An  evidence of award under the Plan may provide  that,
upon a  Change  in  Control  (as  defined  in the  Plan),  any  awards  that are
outstanding  as of the date of the Change in Control that are subject to vesting
requirements  and that are not then  vested,  shall  become  fully  vested,  all
then-outstanding  option  rights and SARs will be fully  vested and  immediately
exercisable and all restrictions  and other conditions  prescribed by the Board,
if any,  with respect to grants of  restricted  stock,  restricted  stock units,
performance  shares  performance  units and other awards granted pursuant to the
Plan will automatically  lapse, expire and terminate and all such awards will be
deemed to be fully earned.

     Transferability.  Except as otherwise determined by the Board of Directors,
no option right or SAR or other  derivative  security  granted under the Plan is
transferable by a participant except, upon death, by will or the laws of descent
and  distribution.  Except as otherwise  determined  by the Board of  Directors,




                                      -10-



option rights and SARs are  exercisable  during the optionee's  lifetime only by
him or her or by his or her guardian or legal representative.

     Adjustments. The number of Common Shares authorized under the Plan, subject
to various limits contained in the Plan covered by outstanding  awards under the
Plan and,  if  applicable,  the prices  per share  applicable  thereto,  will be
adjusted in the event of stock dividends, extraordinary dividends, stock splits,
combinations of shares, recapitalizations,  mergers, consolidations,  spin-offs,
split-offs, spin-outs, split-ups,  reorganizations,  liquidations,  issuances of
rights or warrants,  and similar events. In the event of any such transaction or
event or in the event of a Change in  Control,  the Board of  Directors,  in its
discretion,  may provide in substitution for any or all outstanding awards under
the Plan such alternative consideration (including cash), if any, as it, in good
faith,  may determine to be equitable in the  circumstances  and may require the
surrender  of all awards so replaced.  The Board of Directors  will also make or
provide for such  adjustments in the number of shares  available  under the Plan
and the other  limitations  contained  in the Plan as the  Board  may  determine
appropriate to reflect any transaction or event described  above.  The Plan also
provides that,  without  limiting the generality of the foregoing,  in the event
that the Company  issues  warrants or other rights to acquire Common Shares on a
pro rata basis to all stockholders,  the Board will make such adjustments in the
number of shares  authorized  under the Plan and in the limits  contained in the
Plan as it may determine to be equitable,  including proportionately  increasing
the number of authorized shares or any such limit.

     Withholding  Taxes.  To the extent that the Company is required to withhold
federal,  state,  local or foreign taxes in connection  with any payment made or
benefit  realized  by a  participant  or other  person  under the Plan,  and the
amounts available to the Company for such withholding are insufficient,  it will
be a condition to the receipt of such payment or the realization of such benefit
that the participant or such other person make arrangements  satisfactory to the
Company for payment of the balance of such taxes required to be withheld,  which
arrangements  (in  the  discretion  of  the  Board  of  Directors)  may  include
relinquishment of a portion of such benefit.

     Termination.  No grant  will be made  under the Plan more than 10 years the
date on which the Plan is first approved by the Company's stockholders,  but all
grants made on or prior to such date will continue in effect thereafter  subject
to the terms thereof and of the Plan.

Federal Income Tax Consequences

     The  following  is a  brief  summary  of  some of the  federal  income  tax
consequences of certain  transactions under the Plan based on federal income tax
laws in effect on January 1, 2007.  This  summary is not intended to be complete
and does not describe state or local tax consequences.

Tax Consequences to Participants

     Non-Qualified  Option Rights. In general,  (1) no income will be recognized
by an optionee at the time a non-qualified  option right is granted,  (2) at the
time of  exercise  of a  non-qualified  option  right,  ordinary  income will be
recognized  by the  optionee in an amount  equal to the  difference  between the
option  price paid for the shares and the fair market  value of the  shares,  if
unrestricted,  on the date of  exercise,  and (3) at the time of sale of  shares
acquired pursuant to the exercise of a non-qualified option right,  appreciation
(or  depreciation)  in value of the shares  after the date of  exercise  will be
treated as either  short-term or long-term  capital gain (or loss)  depending on
how long the shares have been held.

     Incentive  Option  Rights.  No income  generally  will be  recognized by an
optionee upon the grant or exercise of an ISO. The exercise of an ISO,  however,
may result in alternative minimum tax liability.  If Common Shares are issued to
the  optionee  pursuant  to the  exercise  of an  ISO,  and if no  disqualifying
disposition  of such shares is made by such optionee  within two years after the
date of grant or  within  one year  after  the  transfer  of such  shares to the



                                      -11-


optionee,  then upon sale of such shares,  any amount  realized in excess of the
option price will be taxed to the  optionee as a long-term  capital gain and any
loss sustained will be a long-term capital loss.

     If Common Shares acquired upon the exercise of an ISO are disposed of prior
to the  expiration  of either  holding  period  described  above,  the  optionee
generally will recognize ordinary income in the year of disposition in an amount
equal to the excess (if any) of the fair market value of such shares at the time
of exercise (or, if less, the amount  realized on the disposition of such shares
if a sale or exchange)  over the option price paid for such shares.  Any further
gain (or loss) realized by the participant generally will be taxed as short-term
or long-term capital gain (or loss) depending on the holding period.

     Stock Appreciation Rights. No income will be recognized by a participant in
connection with the grant of a tandem SAR or a  free-standing  SAR. When the SAR
is exercised,  the  participant  normally will be required to include as taxable
ordinary  income in the year of exercise  an amount  equal to the amount of cash
received and the fair market value of any unrestricted Common Shares received on
the exercise.

     Restricted  Stock.  The recipient of  restricted  stock  generally  will be
subject  to tax at  ordinary  income  rates  on the  fair  market  value  of the
restricted  stock  (reduced  by any  amount  paid by the  participant  for  such
restricted stock) at such time as the shares are no longer subject to forfeiture
or restrictions  on transfer for purposes of Section 83 of the Internal  Revenue
Code ("Restrictions"). However, a recipient who so elects under Section 83(b) of
the  Internal  Revenue Code within 30 days of the date of transfer of the shares
will have taxable ordinary income on the date of transfer of the shares equal to
the excess of the fair market value of such shares (determined without regard to
the Restrictions)  over the purchase price, if any, of such restricted stock. If
a Section 83(b) election has not been made, any dividends  received with respect
to  restricted  stock  that is  subject to the  Restrictions  generally  will be
treated as compensation that is taxable as ordinary income to the participant.

     Restricted  Stock Units.  No income  generally will be recognized  upon the
award of restricted  stock units. The recipient of a restricted stock unit award
generally  will be subject to tax at  ordinary  income  rates on the fair market
value of unrestricted Common Shares on the date that such shares are transferred
to  the  participant  under  the  award  (reduced  by  any  amount  paid  by the
participant for such restricted stock units), and the capital gains/loss holding
period for such shares will also commence on such date.

     Performance  Shares and  Performance  Units.  No income  generally  will be
recognized  upon the grant of  performance  shares or  performance  units.  Upon
payment in respect of the earn-out of performance  shares or performance  units,
the recipient  generally will be required to include as taxable  ordinary income
in the year of receipt an amount  equal to the amount of cash  received  and the
fair market value of any unrestricted Common Shares received.

Tax Consequences to the Company or Subsidiary

     To  the  extent  that  a  participant  recognizes  ordinary  income  in the
circumstances  described  above,  the  Company or the  subsidiary  for which the
participant  performs  services  will be entitled to a  corresponding  deduction
provided that, among other things,  the income meets the test of reasonableness,
is an ordinary  and  necessary  business  expense,  is not an "excess  parachute
payment" within the meaning of Section 280G of the Internal  Revenue Code and is
not disallowed by the $1 million  limitation on certain  executive  compensation
under Section 162(m) of the Internal Revenue Code.

Compliance with Section 409A of the Internal Revenue Code

     The  American  Jobs  Creation  Act of 2004,  enacted on October  22,  2004,
revised the federal  income tax law  applicable  to certain types of awards that
may be granted under the Plan. To the extent applicable, it is intended that the


                                      -12-


Plan and any grants made under the Plan comply  with the  provisions  of Section
409A of the Internal  Revenue Code.  The Plan and any grants made under the Plan
will be administered in a manner consistent with this intent,  and any provision
of the Plan that  would  cause the Plan or any grant made under the Plan to fail
to satisfy  Section 409A shall have no force and effect until  amended to comply
with Section 409A (which amendment may be retroactive to the extent permitted by
Section  409A  and  may be  made  by the  Company  without  the  consent  of the
participants).  Any  reference to Section  409A will also include any  proposed,
temporary or final regulations, or any other guidance,  promulgated with respect
to such Section by the U.S.  Department of the Treasury or the Internal  Revenue
Service.

New Plan Benefits

     It is not possible to determine specific amounts that may be awarded in the
future  under  the Plan.  No  awards  will be made  under  the Plan  unless  the
Transaction or any similar transaction is consummated.

     Your Board of  Directors  recommends a vote FOR the proposal to approve the
Plan.

                               DISSENTER'S RIGHTS

     Under  Delaware  law,  holders  of our  Common  Stock are not  entitled  to
dissenter's  rights of appraisal with respect to the proposed  Amendments or the
approval of the Plan.

                                OTHER INFORMATION

     For more detailed information on the Company, you may refer to our periodic
filings  made with the SEC from  time to time.  Copies  of these  documents  are
available on the SEC's EDGAR database at www.sec.gov  and copies of which may be
obtained by writing our secretary at the address specified above.




                                      -13-


                                   APPENDIX A


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  BTHC VI, INC.

     BTHC VI, INC., a corporation  duly organized and existing under the General
Corporation  Law of the  State of  Delaware  (the  "Corporation"),  does  hereby
certify that:

     1. The Certificate of Incorporation of the Corporation is hereby amended by
deleting the  provisions  of "Section 1.  Authorization  of Shares"  thereof and
inserting the following in lieu thereof:

                    "The total number of shares that the Corporation  shall have
                    authority  to issue is  110,000,000  shares,  consisting  of
                    100,000,000  shares of common  stock,  having a par value of
                    $.001 per share ("Common  Stock"),  and 10,000,000 shares of
                    preferred  stock,  having a par  value of  $.001  per  share
                    ("Preferred Stock").

                    Upon  this   Certificate  of  Amendment  of  Certificate  of
                    Incorporation  becoming  effective  pursuant  to the General
                    Corporation  Law of the State of  Delaware  (the  "Effective
                    Time"),  each share of the  corporation's  Common Stock, par
                    value $.001 per share (the "Old Common  Stock"),  issued and
                    outstanding  immediately  prior to the  Effective  Time will
                    automatically  be  reclassified  into 1/1.67th of a share of
                    Common Stock,  par value $.001 per share, of the Corporation
                    (the "New Common Stock").  Each certificate that theretofore
                    represented  shares of Old Common Stock  represented by such
                    certificate shall thereafter represent that number of shares
                    of New  Common  Stock  into  which the  shares of Old Common
                    Stock  represented  by  such  certificate  shall  have  been
                    reclassified; provided, that each person holding of record a
                    stock certificate or certificates that represented shares of
                    Old Common  Stock  shall  receive,  upon  surrender  of such
                    certificate   or   certificates,   a  new   certificate   or
                    certificates  evidencing  and  representing  the  number  of
                    shares of New Common  Stock to which such person is entitled
                    under the foregoing  reclassification.  No fractional shares
                    of New  Common  Stock  will be  issued  to any  stockholder.
                    Accordingly,  stockholders  of record who would otherwise be
                    entitled to receive  fractional  shares of New Common  Stock
                    will receive a full share of New Common Stock."




     2.  The  foregoing  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     IN WITNESS  WHEREOF,  BTHC VI,  Inc.  has  caused  this  Certificate  to be
executed by Timothy P. Halter, its President, on this day of May, 2007.

                                  BTHC VI, Inc.


                                By: ____________________________________
                                Name: Timothy P. Halter
                                Office: President





                                   APPENDIX B



                                  BTHC VI, INC.

                            LONG-TERM INCENTIVE PLAN

     1. Purpose.  The purpose of this Long-Term Incentive Plan is to attract and
retain officers, other employees,  Directors,  consultants and other independent
contractors of BTHC VI, Inc., a Delaware  corporation (the  "Company"),  and its
Subsidiaries  and  to  provide  to  such  persons  incentives  and  rewards  for
performance.

     2. Definitions. As used in this Plan,

     (a)  "Appreciation  Right" means a right  granted  pursuant to Section 5 of
          this Plan, and will include both Free-Standing Appreciation Rights and
          Tandem Appreciation Rights.

     (b)  "Base Price"  means the price to be used as the basis for  determining
          the Spread upon the exercise of a Free-Standing  Appreciation Right or
          a Tandem Appreciation Right.

     (c)  "Board" means the Board of Directors of the Company and, to the extent
          of any  delegation  by  the  Board  to a  committee  (or  subcommittee
          thereof)  pursuant  to  Section 10 of this Plan,  such  committee  (or
          subcommittee).

     (d)  "Change in  Control"  has the  meaning set forth in Section 12 of this
          Plan.

     (e)  "Code" means the Internal  Revenue Code of 1986,  as amended from time
          to time.

     (f)  "Common Shares" means the shares of common stock, par value $0.001 per
          share,  of the Company or any security  into which such Common  Shares
          may be  changed  by  reason  of any  transaction  or event of the type
          referred to in Section 11 of this Plan.

     (g)  "Company"  means  BTHC  VI,  Inc.,  a  Delaware  corporation  and  its
          successors.

     (h)  "Covered Employee" means a Participant who is, or is determined by the
          Board to be likely to become, a "covered  employee" within the meaning
          of Section 162(m) of the Code (or any successor provision).

     (i)  "Date of Grant" means the date specified by the Board on which a grant
          of Option Rights, Appreciation Rights, Performance Shares, Performance
          Units or other  awards  contemplated  by Section 9 of this Plan,  or a
          grant or sale of Restricted  Stock,  Restricted  Stock Units, or other
          awards  contemplated  by Section 9 of this Plan will become  effective
          (which date will not be earlier than the date on which the Board takes
          action with respect thereto).

     (j)  "Director" means a member of the Board of Directors of the Company.




     (k)  "Effective  Date"  means  the  date  of  approval  of the  Plan by the
          Company's stockholders.

     (l)  "Evidence of Award" means an  agreement,  certificate,  resolution  or
          other type or form of writing or other evidence  approved by the Board
          that sets forth the terms and  conditions  of the awards  granted.  An
          Evidence of Award may be in an  electronic  medium,  may be limited to
          notation  on the  books  and  records  of the  Company  and,  with the
          approval of the Board,  need not be signed by a representative  of the
          Company or a Participant.

     (m)  "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
          and the  rules and  regulations  thereunder,  as such  law,  rules and
          regulations may be amended from time to time.

     (n)  "Free-Standing Appreciation Right" means an Appreciation Right granted
          pursuant  to Section 5 of this Plan that is not granted in tandem with
          an Option Right.

     (o)  "Incentive  Stock  Options"  means Option  Rights that are intended to
          qualify as "incentive  stock options" under Section 422 of the Code or
          any successor provision.

     (p)  "Incumbent  Directors"  means the individuals who, as of the Effective
          Date,  are  Directors  of the  Company and any  individual  becoming a
          Director  subsequent to the Effective Date whose election,  nomination
          for  election  by  the  Company's  stockholders,  or  appointment  was
          approved  by a vote  of at  least  two-thirds  of the  then  Incumbent
          Directors  (either  by a  specific  vote or by  approval  of the proxy
          statement  of the  Company in which such  person is named as a nominee
          for  director,  without  objection  to  such  nomination),  including,
          without  limitation,  after  consummation of the proposed  transaction
          (the "Transaction") contemplated by that certain non-binding letter of
          intent,  dated as of April 18, 2007,  to which the Company is a party;
          provided,  however,  that  an  individual  shall  not be an  Incumbent
          Director if such  individual's  election or  appointment  to the Board
          occurs as a result of an actual or  threatened  election  contest  (as
          described in Rule  14a-12(c) of the Exchange  Act) with respect to the
          election  or  removal  of  Directors  or other  actual  or  threatened
          solicitation  of proxies or consents by or on behalf of a Person other
          than the Board.

     (q)  "Management  Objectives" means the measurable performance objective or
          objectives established pursuant to this Plan for Participants who have
          received grants of Performance Shares or Performance Units or, when so
          determined  by  the  Board,   Option  Rights,   Appreciation   Rights,
          Restricted Stock,  Restricted Stock Units,  dividend credits and other
          awards pursuant to this Plan.  Management  Objectives may be described
          in terms of Company-wide  objectives or objectives that are related to
          the  performance  of the  individual  Participant  or of a Subsidiary,
          division,  department or function  within the Company or a Subsidiary.
          The  Board  may  provide,  in  connection  with  the  setting  of  the
          Management Objectives,  that any evaluation of performance may include
          or  exclude  certain  items that may occur  during  any  fiscal  year,
          including,  but not limited to the  following:  (i) asset write downs;
          (ii) litigation or claim judgments or settlements; (iii) the effect of
          changes  in  tax  laws,  accounting  principles,   or  other  laws  or
          provisions  affecting  reported results;  (iv) any  reorganization and
          restructuring  programs;  (v)  extraordinary   nonrecurring  items  as
          described  in  Accounting  Principles  Board  Opinion No. 30 and/or in
          management's  discussion  and  analysis  of  financial  condition  and


                                       2


          results of  operations  appearing in the  Company's  annual  report to
          stockholders   for  the  applicable   year;   (vi)   acquisitions   or
          divestitures;  and (vii)  foreign  exchange  gains and losses.  To the
          extent  such  inclusions  or  exclusions  affect the awards to Covered
          Employees,  they  shall  be  prescribed  in  a  form  that  meets  the
          requirements of Section 162(m) of the Code for  deductibility  and the
          Management  Objectives  applicable to any award to a Covered  Employee
          will be based  on  specified  levels  of,  or  relative  peer  company
          performance  in any one or more of the  following  objectives,  or any
          combination   thereof,   as  determined  by  the  Board  in  its  sole
          discretion:

               (i)  Adjusted net earnings
               (ii) Cash flow (including free cash flow)
               (iii) Cost of capital
               (iv) Cost reduction
               (v)  Customer service
               (vi) Debt reduction
               (vii) Development milestone achievement
               (viii) Earnings and earnings growth (including earnings per share
                    and earnings  before taxes and earnings  before interest and
                    taxes)
               (ix) Economic value added
               (x)  Establishment of partnerships and collaborations
               (xi) Financing proceeds
               (xii) Gross profit
               (xiii) Inventory management
               (xiv) Market share
               (xv) Market value added
               (xvi) Net income
               (xvii) Operating profit and operating income
               (xviii) Partnership milestone achievement
               (xix) Productivity improvement
               (xx) Profit after taxes
               (xxi) Project execution
               (xxii) Quality
               (xxiii) Recruitment and development of associates
               (xxiv) Reduction of fixed costs
               (xxv) Return on assets and return on net assets
               (xxvi) Return on equity
               (xxvii) Return on invested capital
               (xxviii) Sales and sales growth
               (xxix) Successful start-up of new facility
               (xxx) Successful acquisition/divestiture
               (xxxi) Total  stockholder  return and  improvement of stockholder
                    return
               (xxxii) Unit volume
               (xxxiii) Unit cost
               (xxxiv) Pricing
               (xxxv) Working capital




                                       3


     If  the  Board  determines  that a  change  in  the  business,  operations,
corporate  structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives  unsuitable,  the Board may in its discretion  modify such Management
Objectives  or the related  levels of  achievement,  in whole or in part, as the
Board deems appropriate and equitable,  except in the case of a Covered Employee
where such action would result in the loss of the otherwise  available exemption
of the award under Section  162(m) of the Code. In such case, the Board will not
make any  modification  of the  Management  Objectives or the level or levels of
achievement with respect to such Covered Employee.

(r)  "Market  Value per Share" means,  as of any  particular  date,  the closing
     sales  price of the Common  Shares  or, as  determined  by the  Board,  the
     average  closing  sales  price of the Common  Shares over a period of time,
     either before or after any particular date, of one to ten days, as reported
     on the Nasdaq  Stock  Market  (including,  without  limitation,  the Nasdaq
     Global  Select  Market,  the Nasdaq  Global  Market or the  Nasdaq  Capital
     Market,  as applicable)  or, if not listed on such  exchange,  on any other
     national  securities  exchange on which the Common Shares are listed or, if
     not listed on any such other  national  securities  exchange,  the NASD OTC
     Bulletin Board or any other  quotation  facility on which the Common Shares
     are quoted.  If there is no regular  trading market for such Common Shares,
     the Market Value per Share shall be determined by the Board.

(s)  "Non-Employee  Director"  means a Director  who is not an  employee  of the
     Company or any Subsidiary.

(t)  "Optionee"  means the optionee named in an Evidence of Award  evidencing an
     outstanding Option Right.

(u)  "Option  Price" means the purchase  price  payable on exercise of an Option
     Right.

(v)  "Option  Right" means the right to purchase  Common Shares upon exercise of
     an option granted pursuant to Section 4 of this Plan.

(w)  "Participant"  means a person  who is  selected  by the  Board  to  receive
     benefits  under  this  Plan  and who is at the  time an  officer  or  other
     employee of the Company or any one or more of its Subsidiaries,  or who has
     agreed to commence serving in such capacities within 90 days of the Date of
     Grant,  or  who is a  consultant  or  other  independent  contractor,  or a
     Non-Employee Director of the Company or a Subsidiary.

(x)  "Performance   Period"  means,  in  respect  of  a  Performance   Share  or
     Performance  Unit,  a period of time  established  pursuant to Section 8 of
     this  Plan  within  which  the  Management   Objectives  relating  to  such
     Performance Share or Performance Unit are to be achieved.

(y)  "Performance  Share" means a bookkeeping  entry that records the equivalent
     of one Common Share awarded pursuant to Section 8 of this Plan.



                                       4



(z)  "Performance  Unit" means a bookkeeping entry awarded pursuant to Section 8
     of this Plan that records a unit equivalent to $1.00 or such other value as
     is determined by the Board.

(aa) "Plan" means this BTHC VI, Inc. Long-Term Incentive Plan, as may be amended
     from time to time.

(bb) "Restricted  Stock" means Common Shares granted or sold pursuant to Section
     6 of this Plan as to which neither the  substantial  risk of forfeiture nor
     the prohibition on transfers has expired.

(cc) "Restriction Period" means the period of time during which Restricted Stock
     Units are subject to restrictions, as provided in Section 7 of this Plan.

(dd) "Restricted  Stock Unit" means an award made  pursuant to Section 7 of this
     Plan  of the  right  to  receive  Common  Shares  or  cash  at the end of a
     specified period.

(ee) "Spread" means the excess of the Market Value per Share on the date when an
     Appreciation  Right is  exercised,  or on the date when  Option  Rights are
     surrendered in payment of the Option Price of other Option Rights, over the
     Option  Price or Base Price  provided  for in the related  Option  Right or
     Free-Standing Appreciation Right, respectively.

(ff) "Subsidiary"  means a corporation,  company or other entity (i) at least 50
     percent of whose outstanding  shares or securities  (representing the right
     to vote for the election of directors or other managing  authority) are, or
     (ii) which does not have  outstanding  shares or securities  (as may be the
     case in a partnership, joint venture or unincorporated association), but at
     least 50  percent  of  whose  ownership  interest  representing  the  right
     generally to make  decisions  for such other  entity is, now or  hereafter,
     owned or controlled, directly or indirectly, by the Company except that for
     purposes  of  determining  whether  any  person  may be a  Participant  for
     purposes of any grant of Incentive  Stock Options,  "Subsidiary"  means any
     corporation in which at the time the Company owns or controls,  directly or
     indirectly,  at  least  50  percent  of the  total  combined  voting  power
     represented by all classes of stock issued by such corporation.

(gg) "Tandem Appreciation Right" means an Appreciation Right granted pursuant to
     Section 5 of this Plan that is granted in tandem with an Option Right.

(hh) "2007 Stock Split" means the approximately  1-for-1.67  reverse stock split
     of Common Shares that is expected to occur on or about the Effective Date.

(ii) "Voting Stock" means securities  entitled to vote generally in the election
     of directors.

     3. Shares Available Under the Plan.

(a)  Maximum Shares  Available Under Plan.  Subject to adjustment as provided in
     Section 11 of this Plan,  the number of Common Shares that may be issued or
     transferred (i) upon the exercise of Option Rights or Appreciation  Rights,
     (ii) in payment of Restricted Stock and released from substantial  risks of


                                       5


     forfeiture  thereof,  (iii) as Restricted  Stock Units,  (iv) in payment of
     Performance  Shares or  Performance  Units  that have been  earned,  (v) as
     awards  contemplated  by  Section 9 of this  Plan,  or (vi) in  payment  of
     dividend  equivalents  paid with respect to awards made under the Plan will
     not exceed in the aggregate 3,035,000 Common Shares (after giving effect to
     the 2007 Stock Split).  Common Shares covered by an award granted under the
     Plan shall not be counted as used unless and until they are actually issued
     and  delivered to a  Participant.  Without  limiting the  generality of the
     foregoing,  the number of Common Shares  available  under this Plan will be
     adjusted  to  account  for  shares  relating  to awards  that  expire,  are
     forfeited,  terminated  or cancelled  without the issuance of Common Shares
     and to awards settled in cash in lieu of Common Shares. Shares issued under
     the Plan may be  shares  of  original  issuance  or  treasury  shares  or a
     combination of the foregoing.

(b)  Life of Plan Limits.

     (i)  Notwithstanding anything in this Section 3, or elsewhere in this Plan,
          to the contrary and subject to adjustment as provided in Section 11 of
          this Plan, the aggregate  number of Common Shares  actually  issued or
          transferred  by the  Company  upon the  exercise  of  Incentive  Stock
          Options will not exceed  3,035,000  Common Shares (after giving effect
          to the 2007 Stock Split).

     (ii) Awards will not be granted  under  Section 9 of the Plan to the extent
          they would involve the issuance of more than  3,035,000  shares in the
          aggregate (after giving effect to the 2007 Stock Split).

(c)  Individual Participant Limits.  Notwithstanding anything in this Section 3,
     or elsewhere in this Plan to the  contrary,  and subject to  adjustment  as
     provided in Section 11 of this Plan:

     (i)  No Participant  will be granted Option Rights or Appreciation  Rights,
          in the  aggregate,  for more than  750,000  Common  Shares  during any
          calendar year.

     (ii) No Participant  will be granted  Restricted  Stock or Restricted Stock
          Units that specify Management Objectives,  Performance Shares or other
          awards under Section 9 of this Plan, in the  aggregate,  for more than
          750,000 Common Shares during any calendar year.

     (iii) Notwithstanding any other provision of this Plan to the contrary,  in
          no event will any Participant in any calendar year receive an award of
          Performance  Units  having  an  aggregate  maximum  value  as of their
          respective Dates of Grant in excess of $3,000,000.

(d)  Impact of Election on the Limit.  If,  under this Plan, a  Participant  has
     elected to give up the right to receive compensation in exchange for Common
     Shares  based on fair  market  value,  such  Common  Shares will be counted
     against the number of shares available in Section 3(a) above.


                                       6



     4. Option Rights.  The Board may, from time to time and upon such terms and
conditions  as it may  determine,  authorize  the  granting to  Participants  of
options to purchase Common Shares. Each such grant will be subject to all of the
requirements contained in the following provisions:

(a)  Each grant will  specify  the number of Common  Shares to which it pertains
     subject to the limitations set forth in Section 3 of this Plan.

(b)  Each grant will  specify an Option  Price per share,  which may not be less
     than the Market Value per Share on the Date of Grant.

(c)  Each grant will  specify  whether  the Option  Price will be payable (i) in
     cash  or by  check  acceptable  to  the  Company  or by  wire  transfer  of
     immediately available funds, (ii) by the actual or constructive transfer to
     the Company of Common  Shares owned by the  Optionee  having a value at the
     time of exercise  equal to the total Option  Price (or other  consideration
     authorized  pursuant  to  Section  4(d)),  (iii) by a  combination  of such
     methods of payment, or (iv) by such other methods as may be approved by the
     Board.

(d)  The Board may determine,  at the Date of Grant,  that payment of the Option
     Price of any Option Right (other than an Incentive  Stock  Option) may also
     be made in  whole  or in part in the  form of  Restricted  Shares  or other
     Common Shares that are  forfeitable or subject to restrictions on transfer.
     Unless otherwise determined by the Board at the Date of Grant, whenever any
     Option  Price is paid in  whole or in part by means of any of the  forms of
     consideration  specified in this Section 4(d),  the Common Shares  received
     upon the  exercise of the Option  Rights shall be subject to the same risks
     of forfeiture  or  restrictions  on transfer as may  correspond to any that
     apply to the consideration surrendered;  provided, however, that such risks
     of  forfeiture  or  restrictions  on transfer  shall apply only to the same
     number  of  Common  Shares  received  by the  Optionee  as  applied  to the
     forfeitable or restricted Common Shares surrendered by the Optionee.

(e)  To the extent  permitted by law, any grant may provide for deferred payment
     of the Option Price from the proceeds of sale through a bank or broker on a
     date satisfactory to the Company of some or all of the shares to which such
     exercise relates.

(f)  To the extent  permitted  by law,  any grant may provide for payment of the
     Option Price,  at the election of the Optionee,  in  installments,  with or
     without interest, upon terms determined by the Board.

(g)  Successive  grants may be made to the same  Participant  whether or not any
     Option Rights previously granted to such Participant remain unexercised.

(h)  Each grant will specify the period or periods of continuous  service by the
     Optionee with the Company or any  Subsidiary  that is necessary  before the
     Option Rights or installments  thereof will become exercisable.  A grant of
     Option Rights may provide for the earlier exercise of such Option Rights in
     the event of the  retirement,  death or disability  of a  Participant  or a
     Change in Control.


                                       7



(i)  Any grant of Option Rights may specify  Management  Objectives that must be
     achieved as a condition to the exercise of such rights.

(j)  Option  Rights  granted  under  this  Plan may be (i)  options,  including,
     without limitation,  Incentive Stock Options,  that are intended to qualify
     under particular provisions of the Code, (ii) options that are not intended
     so to qualify,  or (iii)  combinations  of the foregoing.  Incentive  Stock
     Options  may only be granted to  Participants  who meet the  definition  of
     "employees" under Section 3401(c) of the Code.

(k)  The exercise of an Option Right will result in the cancellation on a share-
     for-share basis of any Tandem Appreciation Right authorized under Section 5
     of this Plan.

(l)  No Option  Right  will be  exercisable  more than 10 years from the Date of
     Grant.

(m)  The  Board  may,  at the Date of Grant of any  Option  Rights  (other  than
     Incentive Stock Options),  provide for the payment of dividend  equivalents
     to the Optionee on either a current or deferred or contingent  basis or may
     provide that such equivalents shall be credited against the Option Price.

(n)  Each grant of Option Rights will be evidenced by an Evidence of Award. Each
     Evidence  of Award  shall be  subject to this Plan and shall  contain  such
     terms and provisions, consistent with this Plan, as the Board may approve.

     5. Appreciation Rights.

(a)  The Board may also  authorize the granting (i) to any  Optionee,  of Tandem
     Appreciation Rights in respect of Option Rights granted hereunder, and (ii)
     to  any  Participant,   of  Free-Standing  Appreciation  Rights.  A  Tandem
     Appreciation  Right  will  be a  right  of  the  Optionee,  exercisable  by
     surrender  of the  related  Option  Right,  to receive  from the Company an
     amount determined by the Board,  which will be expressed as a percentage of
     the Spread (not  exceeding  100  percent) at the time of  exercise.  Tandem
     Appreciation  Rights may be granted  at any time prior to the  exercise  or
     termination of the related Option Rights; provided,  however, that a Tandem
     Appreciation Right awarded in relation to an Incentive Stock Option must be
     granted  concurrently  with such Incentive  Stock Option.  A  Free-Standing
     Appreciation  Right will be a right of the  Participant to receive from the
     Company an amount  determined  by the Board,  which will be  expressed as a
     percentage  of the  Spread  (not  exceeding  100  percent)  at the  time of
     exercise.

(b)  Each  grant  of  Appreciation   Rights  will  be  subject  to  all  of  the
     requirements contained in the following provisions:

     (i)  Any grant may  specify  that the  amount  payable  on  exercise  of an
          Appreciation  Right  may be paid by the  Company  in cash,  in  Common
          Shares  or in any  combination  thereof  and may  either  grant to the
          Participant  or retain in the  Board  the right to elect  among  those
          alternatives.


                                       8



     (ii) Any grant may  specify  that the  amount  payable  on  exercise  of an
          Appreciation  Right may not exceed a maximum specified by the Board at
          the Date of Grant.

     (iii) Any grant may specify waiting periods before exercise and permissible
          exercise dates or periods.

     (iv) Any grant may specify  that such  Appreciation  Right may be exercised
          only in the event  of, or  earlier  in the event of,  the  retirement,
          death or disability of a Participant or a Change in Control.

     (v)  Any grant of  Appreciation  Rights may specify  Management  Objectives
          that  must  be  achieved  as a  condition  of  the  exercise  of  such
          Appreciation Rights.

     (vi) To the extent  permitted by law, any grant may provide for the payment
          to the Participant of dividend  equivalents  thereon in cash or Common
          Shares on a current, deferred or contingent basis.

     (vii) Each grant of Appreciation Rights will be evidenced by an Evidence of
          Award, which Evidence of Award will describe such Appreciation Rights,
          identify the related Option Rights (if  applicable),  and contain such
          other terms and  provisions,  consistent  with this Plan, as the Board
          may approve.

(c)  Any grant of Tandem  Appreciation  Rights  will  provide  that such  Tandem
     Appreciation Rights may be exercised only at a time when the related Option
     Right is also exercisable and at a time when the Spread is positive, and by
     surrender of the related Option Right for  cancellation.  Successive grants
     of  Tandem  Appreciation  Rights  may  be  made  to  the  same  Participant
     regardless of whether any Tandem  Appreciation Rights previously granted to
     the Participant remain unexercised.

(d)  Regarding Free-Standing Appreciation Rights only:

     (i)  Each grant will specify in respect of each Free-Standing  Appreciation
          Right a Base  Price,  which may not be less than the Market  Value per
          Share on the Date of Grant;

     (ii) Successive  grants may be made to the same  Participant  regardless of
          whether any Free-Standing  Appreciation  Rights previously  granted to
          the Participant remain unexercised; and

     (iii) No  Free-Standing  Appreciation  Right granted under this Plan may be
          exercised more than 10 years from the Date of Grant.



                                       9



     6.  Restricted  Stock.  The Board may also  authorize  the grant or sale of
Restricted Stock to Participants. Each such grant or sale will be subject to all
of the requirements contained in the following provisions:

(a)  Each such  grant or sale  will  constitute  an  immediate  transfer  of the
     ownership  of Common  Shares to the  Participant  in  consideration  of the
     performance of services, entitling such Participant to voting, dividend and
     other ownership  rights,  but subject to the substantial risk of forfeiture
     and restrictions on transfer hereinafter referred to.

(b)  Each such grant or sale may be made without additional  consideration or in
     consideration of a payment by such Participant that is less than the Market
     Value per Share at the Date of Grant.

(c)  Each such grant or sale will provide that the  Restricted  Stock covered by
     such grant or sale that vests upon the passage of time will be subject to a
     "substantial  risk of  forfeiture"  within the meaning of Section 83 of the
     Code for a period to be  determined  by the Board at the Date of Grant,  or
     may provide that the  Restricted  Stock will vest upon the  achievement  of
     Management  Objectives  (as  provided  in Section  6(e)  below);  provided,
     however, that if Restricted Stock vests based on the passage of time rather
     than the achievement of Management  Objectives,  the period of time will be
     no shorter than three years, except that the restrictions may be removed on
     an annual, ratable basis during the three year period.

(d)  Each such grant or sale will  provide that during the period for which such
     substantial risk of forfeiture is to continue,  the  transferability of the
     Restricted  Stock will be prohibited or restricted in the manner and to the
     extent prescribed by the Board at the Date of Grant (which restrictions may
     include,  without limitation,  rights of repurchase or first refusal in the
     Company or  provisions  subjecting  the  Restricted  Stock to a  continuing
     substantial risk of forfeiture in the hands of any transferee).

(e)  Any grant of Restricted  Stock may specify  Management  Objectives that, if
     achieved,   will  result  in  termination  or  early   termination  of  the
     restrictions  applicable to such Restricted Stock; provided,  however, that
     notwithstanding subparagraph (c) above, restrictions relating to Restricted
     Stock that vests upon the  achievement  of  Management  Objectives  may not
     terminate  sooner  than one year  from the Date of  Grant.  Each  grant may
     specify in respect of such Management Objectives a minimum acceptable level
     of achievement  and may set forth a formula for  determining  the number of
     shares  of  Restricted  Stock  on  which  restrictions  will  terminate  if
     performance  is at or above the minimum  level,  but falls short of maximum
     achievement of the specified Management Objectives. The grant of Restricted
     Stock will specify that,  before the  termination  or early  termination of
     restrictions  applicable to such Restricted Stock, the Board must determine
     that the Management Objectives have been satisfied; provided, however, that
     notwithstanding  Section 6(c) above,  the  substantial  risk of  forfeiture
     relating to Restricted  Stock that vests upon the achievement of Management
     Objections may not terminate sooner than one year from the Date of Grant.

(f)  Notwithstanding  anything to the contrary contained in this Plan, any grant
     or sale of  Restricted  Stock  may  provide  for the  earlier  lapse of the



                                       10


     substantial  risk of  forfeiture in the event of the  retirement,  death or
     disability of a Participant or a Change in Control.

(g)  Any such  grant or sale of  Restricted  Stock may  require  that any or all
     dividends or other  distributions  paid  thereon  during the period of such
     restrictions be automatically  deferred and reinvested in additional shares
     of Restricted  Stock,  which may be subject to the same restrictions as the
     underlying award.

(h)  Each grant or sale of Restricted  Stock will be evidenced by an Evidence of
     Award and will  contain  such terms and  provisions,  consistent  with this
     Plan, as the Board may approve. Unless otherwise directed by the Board, all
     certificates  representing  shares  of  Restricted  Stock  will  be held in
     custody by the Company  until all  restrictions  thereon  will have lapsed,
     together with a stock power or powers  executed by the Participant in whose
     name such certificates are registered,  endorsed in blank and covering such
     Shares.

7.   Restricted  Stock Units.  The Board may also authorize the granting or sale
     of Restricted Stock Units to Participants.  Each such grant or sale will be
     subject to all of the requirements contained in the following provisions:

     (a)  Each such grant or sale will  constitute  the agreement by the Company
          to deliver  Common Shares or cash to the  Participant in the future in
          consideration  of the  performance  of  services,  but  subject to the
          fulfillment of such  conditions  (which may include the achievement of
          Management  Objectives) during the Restriction Period as the Board may
          specify.  If a grant of  Restricted  Stock  Units  specifies  that the
          Restriction  Period will terminate upon the  achievement of Management
          Objectives,  then,  notwithstanding anything to the contrary contained
          in subparagraph (c) below,  such Restriction  Period may not terminate
          sooner than one year from the Date of Grant. Each grant may specify in
          respect of such Management  Objectives a minimum  acceptable  level of
          achievement  and may set forth a formula for determining the number of
          shares of Restricted Stock Units on which  restrictions will terminate
          if performance  is at or above the minimum  level,  but falls short of
          maximum achievement of the specified Management Objectives.  The grant
          of  such  Restricted  Stock  Units  will  specify  that,   before  the
          termination or early  termination of  restrictions  applicable to such
          Restricted  Stock Units,  the Board must determine that the Management
          Objectives have been satisfied.

     (b)  Each such grant or sale may be made without  additional  consideration
          or in consideration of a payment by such Participant that is less than
          the Market Value per Share at the Date of Grant.

     (c)  If the  Restriction  Period  lapses only by the passage of time rather
          than  the   achievement  of  Management   Objectives  as  provided  in
          subparagraph  (a) above.  Each such grant or sale will be subject to a
          Restriction Period of not less than one year.

     (d)  Notwithstanding  anything to the contrary  contained in this Plan, any
          grant or sale of  Restricted  Stock  Units may provide for the earlier
          lapse or other  modification of the Restriction Period in the event of
          the  retirement,  death or disability of a Participant  or a Change in
          Control.



                                       11



     (e)  During the Restriction  Period,  the Participant will have no right to
          transfer  any rights under his or her award and will have no rights of
          ownership in the Restricted Stock Units and will have no right to vote
          them, but the Board may at the Date of Grant, authorize the payment of
          dividend  equivalents  on such  Restricted  Stock  Units  on  either a
          current  or  deferred  or  contingent  basis,  either  in  cash  or in
          additional Common Shares.

     (f)  Each grant or sale will  specify the time and manner of payment of the
          Restricted  Stock Units that have been  earned.  Any grant or sale may
          specify that the amount  payable  with respect  thereto may be paid by
          the Company in cash,  in Common Shares or in any  combination  thereof
          and may  either  grant to the  Participant  or retain in the Board the
          right to elect among those alternatives.

     (g)  Each grant or sale of  Restricted  Stock Units will be evidenced by an
          Evidence  of  Award  and  will  contain  such  terms  and  provisions,
          consistent with this Plan, as the Board may approve.

     8. Performance  Shares and Performance  Units. The Board may also authorize
the  granting  of  Performance  Shares and  Performance  Units that will  become
payable to a Participant  upon  achievement of specified  Management  Objectives
during  the  Performance  Period.  Each such grant will be subject to all of the
requirements contained in the following provisions:

     (a)  Each  grant  will  specify  the  number  of   Performance   Shares  or
          Performance Units to which it pertains, which number may be subject to
          adjustment  to  reflect  changes  in  compensation  or other  factors;
          provided, however, that no such adjustment will be made in the case of
          a Covered  Employee  where such action would result in the loss of the
          otherwise available exemption of the award under Section 162(m) of the
          Code.

     (b)  The  Performance  Period  with  respect to each  Performance  Share or
          Performance  Unit will be such  period  of time  (not less than  three
          years) as will be determined by the Board at the time of grant,  which
          may be subject to earlier lapse or other  modification in the event of
          the  retirement,  death or disability of a Participant  or a Change in
          Control.

     (c)  Any grant of  Performance  Shares or  Performance  Units will  specify
          Management  Objectives  which, if achieved,  will result in payment or
          early  payment of the award,  and each grant may specify in respect of
          such specified Management  Objectives a level or levels of achievement
          and will set forth a formula for determining the number of Performance
          Shares or  Performance  Units that will be earned if performance is at
          or above the  minimum  level or  levels,  but falls  short of  maximum
          achievement  of the  specified  Management  Objectives.  The  grant of
          Performance  Shares or Performance Units will specify that, before the
          Performance  Shares or Performance  Units will be earned and paid, the
          Board  must  determine  that  the  Management   Objectives  have  been
          satisfied.

     (d)  Each grant will specify the time and manner of payment of  Performance
          Shares or  Performance  Units  that have  been  earned.  Any grant may
          specify that the amount  payable  with respect  thereto may be paid by
          the Company in cash,  in Common Shares or in any  combination  thereof


                                       12


          and may  either  grant to the  Participant  or retain in the Board the
          right to elect among those alternatives.

     (e)  Any grant of  Performance  Shares may specify that the amount  payable
          with respect  thereto may not exceed a maximum  specified by the Board
          at the Date of Grant. Any grant of Performance  Units may specify that
          the amount  payable or the number of Common Shares issued with respect
          thereto may not exceed maximums  specified by the Board at the Date of
          Grant.

     (f)  The Board may at the Date of Grant of Performance Shares,  provide for
          the payment of dividend  equivalents to the holder thereof on either a
          current  or  deferred  or  contingent  basis,  either  in  cash  or in
          additional Common Shares.

     (g)  Each  grant  of  Performance  Shares  or  Performance  Units  will  be
          evidenced  by an Evidence of Award and will  contain  such other terms
          and provisions, consistent with this Plan, as the Board may approve.

     9. Other Awards.

     (a)  The Board may,  subject to limitations  under applicable law, grant to
          any  Participant  such other awards that may be denominated or payable
          in, valued in whole or in part by reference to, or otherwise based on,
          or related to,  Common  Shares or factors that may influence the value
          of  such  shares,  including,   without  limitation,   convertible  or
          exchangeable debt securities, other rights convertible or exchangeable
          into Common Shares,  purchase  rights for Common  Shares,  awards with
          value and  payment  contingent  upon  performance  of the  Company  or
          specified Subsidiaries,  affiliates or other business units thereof or
          any other  factors  designated  by the  Board,  and  awards  valued by
          reference  to  the  book  value  of  Common  Shares  or the  value  of
          securities  of,  or  the  performance  of  specified  Subsidiaries  or
          affiliates  or other  business  units of the Company.  The Board shall
          determine  the terms and  conditions  of such  awards.  Common  Shares
          delivered  pursuant  to an award in the  nature  of a  purchase  right
          granted   under   this   Section  9  shall  be   purchased   for  such
          consideration,  paid for at such time,  by such  methods,  and in such
          forms,  including,  without  limitation,  cash,  Common Shares,  other
          awards, notes or other property, as the Board shall determine.

     (b)  Cash awards, as an element of or supplement to any other award granted
          under this Plan,  may also be granted  pursuant  to this  Section 9 of
          this Plan.

     (c)  The Board  may grant  Common  Shares  as a bonus,  or may grant  other
          awards in lieu of  obligations  of the Company or a Subsidiary  to pay
          cash or deliver other property under this Plan or under other plans or
          compensatory   arrangements,   subject  to  such  terms  as  shall  be
          determined by the Board.

     10. Administration of the Plan.

     (a)  This Plan will be  administered  by the Board,  which may from time to
          time  delegate all or any part of its  authority  under this Plan to a
          committee  of the  Board (or a  subcommittee  thereof)  consisting  of
          non-employee  Directors,  as  constituted  from  time to time.  To the



                                       13


          extent of any such  delegation,  references  in this Plan to the Board
          will be deemed to be references to such committee or subcommittee.

     (b)  The  interpretation  and construction by the Board of any provision of
          this Plan or of any agreement, notification or document evidencing the
          grant  of  Option  Rights,   Appreciation  Rights,  Restricted  Stock,
          Restricted Stock Units, Performance Shares, Performance Units or other
          awards pursuant to Section 9 of this Plan and any determination by the
          Board pursuant to any provision of this Plan or of any such agreement,
          notification or document will be final and conclusive.

     (c)  The Board or, to the extent of any  delegation  as provided in Section
          10(a), the committee, may delegate to one or more of its members or to
          one or more  officers  of the  Company,  or to one or more  agents  or
          advisors,  such  administrative  duties  or  powers  as  it  may  deem
          advisable,  and the Board, the committee, or any person to whom duties
          or powers have been  delegated  as  aforesaid,  may employ one or more
          persons to render advice with respect to any responsibility the Board,
          the committee or such person may have under the Plan. The Board or the
          committee  may, by  resolution,  authorize one or more officers of the
          Company  to do one or both of the  following  on the same basis as the
          Board or the  committee:  (i) designate  employees to be recipients of
          awards under this Plan;  (ii)  determine  the size of any such awards;
          provided,  however,  that (A) the  Board or the  Committee  shall  not
          delegate such  responsibilities to any such officer for awards granted
          to an employee  who is an executive  officer or any person  subject to
          Section  162(m) of the Code;  (B) the  resolution  providing  for such
          authorization  sets  forth the total  number  of  Common  Shares  such
          officer(s)  may  grant;   and  (iii)  the   officer(s)   shall  report
          periodically  to the  Board  or the  committee,  as the  case  may be,
          regarding the nature and scope of the awards  granted  pursuant to the
          authority delegated.

     11.  Adjustments.  The Board shall make or provide for such  adjustments in
the  numbers  of Common  Shares  authorized  under the Plan,  subject  to limits
contained in Section 3 of the Plan,  and covered by  outstanding  Option Rights,
Appreciation Rights,  Restricted Stock Units, Performance Shares and Performance
Units  granted  hereunder  and, if  applicable,  in the number of Common  Shares
covered by other  awards  granted  pursuant  to Section 9 hereof,  in the Option
Price and Base Price, and in the kind of shares covered  thereby,  as the Board,
in its sole discretion may determine is equitably  required to prevent  dilution
or enlargement of the rights of  Participants  or Optionees that otherwise would
result  from  (a) any  stock  dividend,  extraordinary  dividend,  stock  split,
combination of shares, recapitalization or other change in the capital structure
of the Company, or (b) any Change in Control, merger,  consolidation,  spin-off,
split- off, spin-out, split-up, reorganization,  partial or complete liquidation
or other  distribution  of assets,  issuance  of rights or  warrants to purchase
securities,  or (c) any other  corporate  transaction  or event having an effect
similar to any of the foregoing;  provided,  however, that no further adjustment
shall be made pursuant to this Section 11 after the Effective Date in connection
with the 2007 Stock Split.  Moreover,  in the event of any such  transaction  or
event, the Board, in its discretion,  may provide in substitution for any or all
outstanding  awards under this Plan such  alternative  consideration  (including
cash), if any, as it may determine to be equitable in the  circumstances and may
require in connection  therewith  the  surrender of all awards so replaced.  The
Board shall also make or provide for such  adjustments  in the numbers of shares
specified  in  Section  3 of this  Plan as the  Board  in its  sole  discretion,
exercised in good faith, may determine is appropriate to reflect any transaction
or  event  described  in this  Section  11;  provided,  however,  that  any such



                                       14


adjustment  to the number  specified in Section 3(b) will be made only if and to
the  extent  that (i) such  adjustment  would not cause any option  intended  to
qualify  as an  Incentive  Stock  Option  to fail so to  qualify  and (ii)  such
adjustment would not result in negative tax  consequences  under Section 409A of
the Code.  Without  limiting the generality of the foregoing,  in the event that
the Company  issues  warrants or other rights to acquire  Common Shares on a pro
rata basis to all  stockholders,  the Board shall make such  adjustments  in the
number of Common Shares  authorized  under the Plan and in the limits  contained
herein  as  it  may  deem  to  be  equitable,   including,  without  limitation,
proportionately  increasing  the number of authorized  Common Shares or any such
limit.

     12.  Change  in  Control.  For  purposes  of this  Plan,  except  as may be
otherwise  prescribed by the Board in an Evidence of Award made under this Plan,
a "Change in Control"  shall be deemed to have occurred  upon the  occurrence of
any of the following events:

     (a)  any  individual,  entity  or group  (within  the  meaning  of  Section
          13(d)(3) or 14(d)(2) of the  Exchange  Act) (a "Person") is or becomes
          the  beneficial  owner  (within the meaning of Rule 13d-3  promulgated
          under the Exchange Act) of 50% or more of the combined voting power of
          the then-outstanding Voting Stock of the Company;  provided,  however,
          that:

          (i)  for purposes of this Section  12(a),  the following  acquisitions
               shall not constitute a Change in Control:  (A) any acquisition of
               Voting  Stock of the Company  directly  from the Company  that is
               approved  by a  majority  of the  Incumbent  Directors,  (B)  any
               acquisition  of Voting Stock of the Company by the Company or any
               Subsidiary, (C) any acquisition of Voting Stock of the Company by
               the  trustee  or other  fiduciary  holding  securities  under any
               employee  benefit plan (or related trust) sponsored or maintained
               by the  Company or any  Subsidiary,  and (D) any  acquisition  of
               Voting Stock of the Company by any Person  pursuant to a Business
               Transaction  that  complies  with clauses (i),  (ii) and (iii) of
               Section 12(c) below;

          (ii) a Change in  Control  will not be deemed  to have  occurred  if a
               Person is or becomes the  beneficial  owner of 50% or more of the
               Voting  Stock of the  Company as a result of a  reduction  in the
               number  of  shares of  Voting  Stock of the  Company  outstanding
               pursuant  to a  transaction  or  series of  transactions  that is
               approved  by a majority  of the  Incumbent  Directors  unless and
               until such Person thereafter  becomes the beneficial owner of any
               additional shares of Voting Stock of the Company  representing 1%
               or more of the  then-outstanding  Voting  Stock  of the  Company,
               other  than as a  result  of a stock  dividend,  stock  split  or
               similar transaction  effected by the Company in which all holders
               of Voting Stock are treated equally;

          (iii) if at least a majority of the Incumbent  Directors  determine in
               good faith that a Person has acquired beneficial ownership of 50%
               or more of the Voting  Stock of the  Company  inadvertently,  and
               such Person divests as promptly as practicable  but no later than
               the date, if any, set by the Incumbent Board a sufficient  number
               of shares so that such Person  beneficially owns less than 50% of
               the Voting Stock of the Company,  then no Change in Control shall



                                       15


               have occurred as a result of such Person's acquisition;

          (iv) the consummation of the Transaction shall not constitute a Change
               in Control; or

     (b)  a majority of the Board ceases to be comprised of Incumbent Directors;
          or

     (c)  the consummation of a reorganization, merger or consolidation, or sale
          or other  disposition of all or substantially all of the assets of the
          Company  or  the  acquisition  of  the  stock  or  assets  of  another
          corporation,  or other transaction  (each, a "Business  Transaction"),
          unless, in each case,  immediately following such Business Transaction
          (i) the Voting Stock of the Company  outstanding  immediately prior to
          such Business Transaction  continues to represent (either by remaining
          outstanding  or by being  converted into Voting Stock of the surviving
          entity or any parent  thereof),  more than 60% of the combined  voting
          power of the then  outstanding  shares of Voting  Stock of the  entity
          resulting   from  such  Business   Transaction   (including,   without
          limitation,  an entity which as a result of such  transaction owns the
          Company or all or  substantially  all of the  Company's  assets either
          directly or through one or more  subsidiaries),  (ii) no Person (other
          than  the  Company,   such  entity   resulting   from  such   Business
          Transaction, or any employee benefit plan (or related trust) sponsored
          or maintained by the Company,  any Subsidiary or such entity resulting
          from  such  Business  Transaction)   beneficially  owns,  directly  or
          indirectly,  50% or more of the  combined  voting  power  of the  then
          outstanding  shares of Voting Stock of the entity  resulting from such
          Business Transaction,  and (iii) at least a majority of the members of
          the Board of  Directors  of the entity  resulting  from such  Business
          Transaction  were Incumbent  Directors at the time of the execution of
          the initial agreement or of the action of the Board providing for such
          Business Transaction; or

     (d)  approval by the stockholders of the Company of a complete  liquidation
          or  dissolution  of  the  Company,   except  pursuant  to  a  Business
          Transaction  that complies with clauses (i), (ii) and (iii) of Section
          12(c).

     13. Non U.S.  Participants.  In order to facilitate the making of any grant
or combination of grants under this Plan, the Board may provide for such special
terms for awards to Participants  who are foreign  nationals or who are employed
by the Company or any Subsidiary  outside of the United States of America or who
provide  services to the Company  under an  agreement  with a foreign  nation or
agency,  as the Board may  consider  necessary  or  appropriate  to  accommodate
differences in local law, tax policy or custom.  Moreover, the Board may approve
such supplements to or amendments,  restatements or alternative versions of this
Plan (including, without limitation,  sub-plans) as it may consider necessary or
appropriate for such purposes,  without thereby affecting the terms of this Plan
as in effect  for any other  purpose,  and the  Secretary  or other  appropriate
officer of the Company may certify any such document as having been approved and
adopted in the same manner as this Plan.  No such  special  terms,  supplements,
amendments  or  restatements,  however,  will  include any  provisions  that are
inconsistent  with the  terms of this Plan as then in  effect  unless  this Plan
could have been amended to eliminate such inconsistency without further approval
by the stockholders of the Company.



                                       16



14. Transferability.

     (a)  Except  as  otherwise  determined  by  the  Board,  no  Option  Right,
          Appreciation Right or other derivative security granted under the Plan
          shall be transferable by the Participant except by will or the laws of
          descent and distribution. Except as otherwise determined by the Board,
          Option Rights and Appreciation  Rights will be exercisable  during the
          Participant's  lifetime  only by him or her or,  in the  event  of the
          Participant's  legal  incapacity  to do so, by his or her  guardian or
          legal  representative  acting  on  behalf  of  the  Participant  in  a
          fiduciary capacity under state law and/or court supervision.

     (b)  The Board  may  specify  at the Date of Grant  that part or all of the
          Common Shares that are (i) to be issued or  transferred by the Company
          upon the exercise of Option Rights or  Appreciation  Rights,  upon the
          termination of the Restriction  Period  applicable to Restricted Stock
          Units or upon  payment  under  any  grant  of  Performance  Shares  or
          Performance Units or (ii) no longer subject to the substantial risk of
          forfeiture and  restrictions  on transfer  referred to in Section 6 of
          this Plan, will be subject to further restrictions on transfer.

     15.  Withholding  Taxes.  To the extent  that the  Company is  required  to
withhold federal,  state,  local or foreign taxes in connection with any payment
made or benefit  realized by a Participant  or other person under this Plan, and
the amounts available to the Company for such withholding are  insufficient,  it
will be a condition  to the receipt of such payment or the  realization  of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which  arrangements (in the discretion of the Board) may include  relinquishment
of a portion of such benefit.  If a  Participant's  benefit is to be received in
the form of Common Shares,  and such Participant  fails to make arrangements for
the payment of tax, the Company shall withhold such Common Shares having a value
equal to the amount required to be withheld. Notwithstanding the foregoing, when
a Participant  is required to pay the Company an amount  required to be withheld
under  applicable  income and employment tax laws, the  Participant may elect to
satisfy the obligation,  in whole or in part, by electing to have withheld, from
the shares required to be delivered to the  Participant,  Common Shares having a
value  equal  to the  amount  required  to be  withheld  (except  in the case of
Restricted  Stock where an  election  under  Section  83(b) of the Code has been
made),  or by  delivering  to the  Company  other  Common  Shares  held  by such
Participant.  The shares  used for tax  withholding  will be valued at an amount
equal to the  Market  Value  per  Share of such  Common  Shares  on the date the
benefit is to be included in Participant's  income. In no event shall the Market
Value per Share of the Common Shares to be withheld and/or delivered pursuant to
this Section to satisfy  applicable  withholding  taxes in  connection  with the
benefit exceed the minimum amount of taxes required to be withheld. Participants
shall also make such  arrangements as the Company may require for the payment of
any withholding tax obligation that may arise in connection with the disposition
of Common Shares acquired upon the exercise of Option Rights.

     16. Compliance with Section 409A of the Code.

     (a)  To the extent applicable, it is intended that this Plan and any grants
          made hereunder comply with the provisions of Section 409A of the Code.
          This Plan and any grants made hereunder  shall be  administrated  in a
          manner consistent with this intent, and any provision that would cause



                                       17


          this Plan or any grant made hereunder to fail to satisfy  Section 409A
          of the Code  shall have no force and  effect  until  amended to comply
          with Section 409A of the Code (which  amendment may be  retroactive to
          the extent  permitted  by Section  409A of the Code and may be made by
          the Company  without the consent of  Participants).  Any  reference in
          this Plan to Section 409A of the Code will also include any  proposed,
          temporary or final  regulations,  or any other  guidance,  promulgated
          with respect to such Section by the U.S. Department of the Treasury or
          the Internal Revenue Service.

     (b)  In order to determine for purposes of Section 409A of the Code whether
          a  Participant  is  employed by a member of the  Company's  controlled
          group of corporations under Section 414(b) of the Code (or by a member
          of a group of trades  or  businesses  under  common  control  with the
          Company under Section 414(c) of the Code) and, therefore,  whether the
          Common Shares that are or have been purchased by or awarded under this
          Plan to the Participant are shares of "service recipient" stock within
          the meaning of Section 409A of the Code:

          (i)  In applying Code Section 1563(a)(1),  (2) and (3) for purposes of
               determining the Company's  controlled  group under Section 414(b)
               of the Code,  the  language  "at least 50  percent" is to be used
               instead  of "at least 80  percent"  each place it appears in Code
               Section 1563(a)(1), (2) and (3), and

          (ii) In applying Treasury  Regulation  Section 1.414(c)-2 for purposes
               of determining trades or businesses under common control with the
               Company for purposes of Section  414(c) of the Code, the language
               "at  least 50  percent"  is to be used  instead  of "at  least 80
               percent"  each place it appears in  Treasury  Regulation  Section
               1.414(c)-2.

     17. Amendments.

     (a)  The  Board may at any time and from  time to time  amend  this Plan in
          whole or in part; provided, however, that if an amendment to this Plan
          (i) would  materially  increase the benefits  accruing to participants
          under  this  Plan,  (ii)  would  materially  increase  the  number  of
          securities which may be issued under this Plan, (iii) would materially
          modify the  requirements  for  participation in this Plan or (iv) must
          otherwise be approved by the  stockholders  of the Company in order to
          comply with applicable  legal  requirements or the requirements of the
          principal  national  securities  exchange upon which the Common Shares
          are  traded  or  quoted,  then,  such  amendment  will be  subject  to
          stockholder  approval and will not be effective  unless and until such
          approval has been obtained.

     (b)  The Board will not,  without the further  approval of the stockholders
          of the Company,  authorize  the  amendment of any  outstanding  Option
          Right to reduce the Option Price. Furthermore, no Option Right will be
          cancelled and replaced with awards having a lower Option Price without
          further  approval of the  stockholders  of the  Company.  This Section
          17(b) is intended to prohibit  the  repricing of  "underwater"  Option
          Rights and will not be construed to prohibit the adjustments  provided
          for in Section 11 of this Plan.


                                       18



     (c)  If permitted by Section 409A of the Code,  in case of  termination  of
          employment  by  reason  of  death,   disability  or  normal  or  early
          retirement, or in the case of unforeseeable emergency or other special
          circumstances,   of  a  Participant  who  holds  an  Option  Right  or
          Appreciation Right not immediately  exercisable in full, or any shares
          of Restricted  Stock as to which the substantial risk of forfeiture or
          the  prohibition  or  restriction  on transfer has not lapsed,  or any
          Restricted Stock Units as to which the Restriction Period has not been
          completed,  or any Performance  Shares or Performance Units which have
          not been fully earned,  or any other awards made pursuant to Section 9
          subject to any vesting schedule or transfer restriction,  or who holds
          Common Shares subject to any transfer  restriction imposed pursuant to
          Section  14(b) of this Plan,  the Board may,  in its sole  discretion,
          accelerate the time at which such Option Right,  Appreciation Right or
          other  award may be  exercised  or the time at which such  substantial
          risk of  forfeiture or  prohibition  or  restriction  on transfer will
          lapse or the time when such Restriction Period will end or the time at
          which such Performance  Shares or Performance  Units will be deemed to
          have been fully earned or the time when such transfer restriction will
          terminate or may waive any other  limitation or requirement  under any
          such award.

     (d)  Subject to Section 17(b) hereof,  the Board may amend the terms of any
          award   theretofore   granted   under  this  Plan   prospectively   or
          retroactively,  except in the case of a Covered  Employee  where  such
          action would result in the loss of the otherwise  available  exemption
          of the award under Section 162(m) of the Code. In such case, the Board
          will not make any  modification  of the  Management  Objectives or the
          level or levels of achievement with respect to such Covered  Employee.
          Subject to Section 11 above, no such amendment shall impair the rights
          of any Participant  without his or her consent.  The Board may, in its
          discretion,  terminate this Plan at any time. Termination of this Plan
          will not affect the rights of Participants or their  successors  under
          any awards outstanding hereunder and not exercised in full on the date
          of termination.

     18.  Governing  Law.  The Plan and all grants and awards and actions  taken
thereunder  shall be governed by and construed in  accordance  with the internal
substantive laws of the State of Delaware.

     19.  Effective  Date/Termination.  This  Plan will be  effective  as of the
Effective  Date.  No grant will be made under this Plan more than 10 years after
the Effective  Date,  but all grants made on or prior to such date will continue
in effect thereafter subject to the terms thereof and of this Plan.

     20. Miscellaneous Provisions.

     (a)  The Company will not be required to issue any fractional Common Shares
          pursuant to this Plan.  The Board may provide for the  elimination  of
          fractions or for the settlement of fractions in cash.

     (b)  This Plan will not confer upon any  Participant any right with respect
          to  continuance of employment or other service with the Company or any
          Subsidiary,  nor  will it  interfere  in any way with  any  right  the
          Company or any  Subsidiary  would  otherwise  have to  terminate  such
          Participant's employment or other service at any time.



                                       19



     (c)  To the extent that any provision of this Plan would prevent any Option
          Right that was intended to qualify as an  Incentive  Stock Option from
          qualifying as such,  that provision will be null and void with respect
          to such Option Right. Such provision,  however,  will remain in effect
          for other  Option  Rights and there  will be no further  effect on any
          provision of this Plan.

     (d)  Any Evidence of Award may provide,  in the event that the  Participant
          engages in any activity  that is  detrimental  to the Company (as such
          activity  may be  defined  in any  Evidence  of  Award):  (i)  for the
          forfeiture  of any  award  granted  under  the  Plan,  (ii)  that  the
          Participant   return  to  the  Company  any  Common  Shares  that  the
          Participant  has not  disposed  of that were  offered  pursuant to the
          Plan, and/or (iii) that the Participant pay to the Company in cash the
          difference  between any amount  actually paid by a Participant for any
          Common  Shares  received  under  the  Plan  that the  Participant  has
          disposed of and the Market Value per Share of the Common Shares on the
          date the Participant acquired the Common Shares under the Plan.

     (e)  No award  under this Plan may be  exercised  by the holder  thereof if
          such exercise, and the receipt of cash or stock thereunder,  would be,
          in the opinion of counsel  selected  by the Board,  contrary to law or
          the regulations of any duly constituted  authority having jurisdiction
          over this Plan.

     (f)  Absence on leave approved by a duly constituted officer of the Company
          or any of its  Subsidiaries  shall not be considered  interruption  or
          termination  of service of any  employee for any purposes of this Plan
          or awards granted  hereunder,  except that no awards may be granted to
          an employee while he or she is absent on leave.

     (g)  No Participant  shall have any rights as a stockholder with respect to
          any  shares  subject  to awards  granted to him or her under this Plan
          prior to the date as of which he or she is  actually  recorded  as the
          holder of such shares upon the stock records of the Company.

     (h)  The Board may  condition  the  grant of any  award or  combination  of
          awards  authorized under this Plan on the surrender or deferral by the
          Participant  of his or her  right  to  receive  a cash  bonus or other
          compensation  otherwise  payable by the Company or a Subsidiary to the
          Participant.

     (i)  Participants  shall  provide the Company with a written  election form
          setting forth the name and contact  information of the person who will
          have beneficial ownership rights upon the death of the Participant.

     (j)  If any  provision  of this  Plan is or  becomes  invalid,  illegal  or
          unenforceable  in any  jurisdiction,  or would disqualify this Plan or
          any award under any law deemed applicable by the Board, such provision
          shall be construed or deemed amended or limited in scope to conform to
          applicable  laws  or,  in the  discretion  of the  Board,  it shall be
          stricken and the remainder of this Plan shall remain in full force and
          effect.



Approved by Stockholders - May __, 2007

Adopted by the Board - May __, 2007


                                       20