2004 NON-QUALIFIED STOCK OPTION AGREEMENT

1.

Normal Exercise - This Option becomes exercisable at the rate of 25% of the total shares on each of February 5, 2007, 2008, 2009 and 2010. This Option remains exercisable through February 4, 2014, unless Optionee is no longer employed by the Company, in which case the Option is exercisable only if permitted by, and in accordance with, the provisions of paragraph 2 below.

2.

Accelerated Exercise - Notwithstanding the above, this Option shall become exercisable before the normal exercise dates set forth in paragraph 1 above upon the occurrence of any of the events set forth below while Optionee is employed by the Company. This Option shall become exercisable in full on the date of such event and shall remain exercisable for the periods set forth below or until February 4, 2014, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised.

3.

Forfeiture - This paragraph sets forth the circumstances under which this Option will be forfeited. All shares not exercisable shall be forfeited upon the occurrence of any of the following events (any of which is referred to as a “Forfeiture Event”):

a.

Optionee is Terminated for Cause;

b.

Optionee voluntarily terminates prior to age 62;

c.

Optionee engages in competition with the Company; or

d.

Optionee engages in any of the following actions:

 

(i)

intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary;

 

(ii)

being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary;

 

(iii)

pleading guilty or nolo contendere to any felony or any charge involving moral turpitude;

 

(iv)

misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property;

 

(v)

improperly disclosing material nonpublic information regarding the Company or any subsidiary;

 

(vi)

after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary;

 

(vii)

after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or

 

(viii)

inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary.

Upon the occurrence of a Forfeiture Event, those portions of this Option not exercisable at the time of a Forfeiture Event will be forfeited and may not be exercised. Notwithstanding any other provision of this Option, any portion of this Option exercisable (either in accordance with the normal exercise dates set forth in paragraph 1 or pursuant to an acceleration of exercisability under paragraph 2) at the occurrence of a Forfeiture Event shall remain exercisable for seven days following the occurrence of a Forfeiture Event. Therefore, any exercisable portion of this Option that is not exercised within such seven day period will be forfeited and may not be exercised. The Committee or entire Board of Directors may waive any condition of forfeiture described in this paragraph.

a.

“Acquisition Consideration” - Shall mean the kind and amount of shares of the surviving or new corporation, cash, securities, evidence of indebtedness, other property or any combination thereof receivable in respect of one share of the Common Stock upon consummation of a Change in Control. In the case of a Change in Control resulting from the event set forth in paragraph 5(b)(i), the value of the Acquisition Consideration shall be equal to the highest price paid by such person for a share of the Company’s Common Stock during the two-year period preceding the date on which such person became the beneficial owner of more than 50% of the Company’s Common Stock. If such price is paid in the form of non-cash consideration, the value of the Acquisition Consideration shall be equal to the fair market value of such consideration at the time of the purchase of such share.

b.

“Change in Control” - Shall mean when (i) a person, as defined under the securities laws of the United States, acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

c.

“Termination for Cause” - Shall mean the Optionee’s termination of employment with the Company because of the willful engaging by the Optionee in gross misconduct; provided, however, that a termination for cause shall not include termination attributable to (i) poor work performance, bad judgment or negligence on the part of the Optionee, (ii) an act or omission believed by the Optionee in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the Optionee to be lawful, or (iii) the good faith conduct of the Optionee in connection with a