SECTION 19.       EFFECTIVE DATE; AMENDMENT OR TERMINATION OF PLAN.

This Plan was adopted by the Board of Directors on July 26, 2005, and shall be effective on October 1, 2005 (the “Effective Date”), subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board and the Plan shall continue until the earliest to occur of (i) termination by the Board, (ii) issuance of all of the shares of Stock reserved for issuance under the Plan, or (iii) October 1, 2012.  The Board may at any time suspend or terminate the Plan, except that any such suspension or termination cannot affect Options previously granted under the Plan.  The Board may at any time amend the Plan, provided, however, (i) no amendment shall make any change in an Option previously granted which would adversely affect the right of any Participant (without the prior consent of such Participant) and (ii) no amendment shall be made without approval of the stockholders of the Company obtained in accordance with Section 16 hereof within 12 months of the adoption of such amendment (or earlier if required by Section 16) if such approval is required by an applicable law or regulation, or if such amendment would constitute an amendment for which stockholder approval is required in order to comply with Rule 16b-3 (or any successor rule).  Notwithstanding the foregoing, the Board may amend the Plan to remove any provision in the Plan which relates to compliance with Rule 16b-3 (or any successor rule) without shareholder approval.

SECTION 21.       EFFECTIVE DATE; AMENDMENT OR TERMINATION OF PLAN.

This Plan was adopted on July 26, 2005, and shall be effective on October 1, 2005, (the “Effective Date”), subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board and the Plan shall continue until the earliest to occur of (i) termination by the Board, (ii) issuance of all of the shares of Stock reserved for issuance under the Plan, or (iii) July 21, 2012.  The Board may at any time suspend or terminate the Plan, except that any such suspension or termination cannot affect Options previously granted under the Plan.  The Board may at any time amend the Plan, provided, however, (i) no amendment shall make any change in an Option previously granted which would

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adversely affect the right of any Participant (without the prior consent of such Participant) and (ii) no amendment shall be made without approval of the stockholders of the Company obtained in accordance with Section 18 hereof within 12 months of the adoption of such amendment (or earlier if required by Section 18) if such approval is required by an applicable law or regulation, or if such amendment would: