S-8

As filed with the Securities and Exchange Commission on October 5, 2006

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

S3 Investment Company, Inc.

(Exact name of registrant as specified in its charter)

CALIFORNIA	33-0906297
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

S3 Investment Company, Inc.

43180 Business Park Dr., Suite 202, Temecula, California 92590

(Address of principal executive offices)  (Zip code)

COMPENSATION PLAN FOR EMPLOYEES, OFFICERS, DIRECTORS AND CONSULTANTS

(Full title of plan)

James Bickel

S3 Investment Company, Inc.

43180 Business Park Drive, Suite 202

Temecula, California  92590

(Name and address of agent for service)

(951) 587-3618

(Telephone number, including area code of agent for service)

Copy to:

James Parsons

10900 NE 4th Street

Bellevue, WA

(425) 451-8036

CALCULATION OF REGISTRATION FEE

                                                         Proposed Maximum       Proposed Maximum    

Title Of Securities    Amount To Be      Offering Price               Aggregate                        Amount of

To Be Registered       Registered⁽¹⁾       Per Share ⁽²⁾                 Offering Price                  Registration Fee

Common Stock           200,000,000          $.001                            $200,000.00                       $21.40

($0.001 Par Value)

(1) Represents 200,000,000 shares of Common Stock to be issued to employees and consultants as compensation for services rendered

(2) Estimated solely for the purpose of determining the amount of registration fees and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1933.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

  Plan Information

The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered by eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

James Bickel

S3 Investment Company, Inc.

43180 Business Park Drive, Suite 202

Temecula, California  92590

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the "Commission") by S3 Investment Company, a California corporation (the "Company"), are incorporated herein by reference:

(a)

The Company's latest Annual Report on Form 10-K for the year ended June 30, 2005, as filed with the Securities and Exchange Commission on October 14, 2005;

(b)

The reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the fiscal year ended June 30, 2005;

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(c)

The description of the Company's common stock contained in its Form 10-K filed October 14, 2005 (File No. 001-31347), including any amendment or report filed for the purpose of updating such description.

All other documents filed by the Company after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

We will furnish to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents referred to by reference.  Requests should be addressed to: James Bickel, S3 Investment Company, Inc., 43180 Business Park Drive, Suite 202, Temecula, California  92590.  Our telephone number is (951) 587- 3618.

The public may read and copy any materials we file with the Securities and Exchange Commission at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling 1-(800)-SEC-0330.  The Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the Commission.

Item 4. Description of Securities:

Not Applicable

Item 5. Interests of Named Experts and Counsel:

None

Item 6. Indemnification for Directors and Officers:

The Company's articles of incorporation, as amended, contain the following indemnification provision:  The corporation shall indemnify its officers, directors and stockholders from all liability of any type or sort whatever, as may exist as a direct or indirect result of their status or actions as such officer, director or stockholder, except as may arise due to the gross negligence or willful misconduct of any such person.  The Company may purchase indemnification insurance for officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

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Item 7. Exemption from Registration Claimed:

Not Applicable

1tem 8. Exhibits:

The exhibits to this Registration Statement are listed in the index to Exhibits on Page 7.

Item 9. Undertakings:

(a)

The undersigned registrant hereby undertakes:

(1)

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

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement;

(iii)

To include any additional or changed material information on the plan of distribution; provided, however, that paragraph 1(I) and 1(ii) do not apply if the information required to included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

 To remove from registration by means of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering.

(b)

The undersigned company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)

 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdic tion the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable ground to believe that it meets all of the requirements for filing on form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Temecula, California, on October 5, 2006.

S3 Investment Company, Inc.

By:/s/ James Bickel

       James Bickel

       CEO and President

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date(s) indicated.

Signature	Title	Date
/s/ James Bickel	Chief Executive Officer (Principal Executive Officer) and President	October 5, 2006
James Bickel
/s/Gary Nerison	Director	October 5, 2006
Gary Nerison
/s/ Douglas Perkins	Director	October 5, 2006
Douglas Perkins
/s/ Chris Bickel	Director	October 5, 2006
Chris Bickel

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INDEX TO EXHIBITS

Exhibit No.	Description
5.1	Opinion of Counsel, regarding the legality of the securities registered hereunder.
10.1	Compensation Plan for Employees, Officers, Directors and Consultants
23.1	Consent of Independent Auditors
23.2	Consent of Counsel (Included as part of Exhibit 5.1)

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EXHIBIT 5.1

PARSONS LAW FIRM

ATTORNEYS AT LAW

2070 SKYLINE TOWER

10900 NE 4TH STREET

BELLEVUE, WASHINGTON  98004

(425) 451-8036  FAX (425) 451-8568

e-mail firm-info@parsonslaw.biz

James B. Parsons* jparsons@parsonslaw.biz *Also admitted in Oregon and the Northern Mariana Islands

October 5, 2006

Board of Directors

S3 Investment Company, Inc.

To Whom It May Concern::

In my capacity as counsel for S3 Investments Company, Inc. (“S3I”), I have participated in the corporate proceedings relative to the authorization and issuance by the Company of a maximum of 200,000,000 shares of common stock pursuant to the S3 Investment Company, Inc. Stock Compensation Plan For Employees, Officers, Directors and Consultants, as set out and described in the Company’s Registration Statement on Form S-8 (File No. 001-31347) under the Securities Act of 1933 (the “Registration Statement”).  

Based upon the foregoing and upon my examination of originals (or copies certified to our satisfaction) of such corporate records of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied me by the Company, having regard for the legal considerations which I deem relevant, I opine that:

(1)

The Company is a corporation duly organized and validly existing under the laws of the State of California;

(2)

The Company has taken all requisite corporate action and all action required by the laws of the State of California with respect to the authorization, issuance and sale of common stock to be issued pursuant to the Registration Statement;

(3)

The maximum of 200,000,000 shares of common stock, when issued and distributed pursuant to the Registration Statement, will be validly issued, fully paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to my firm in the Registration Statement.

Very truly yours,

PARSONS LAW FIRM

/s/ James B. Parsons

James B. Parsons

JBP:aqs

EXHIBIT 23.1

Chisholm, Bierwolf & Nilson, LLC	533 West 2600 South Suite 25
Certified Public Accountants	Bountiful, Utah 84010
	Phone: (801) 292-8756
	Fax: (801) 292-8809

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

S3 Investment Company, Inc.

Temecula, California

We hereby consent to the incorporation by reference in this Registration Statement of S3 Investment Company, Inc., on Form S-8, of our audit report dated September 29, 2005, (which includes an emphasis paragraph relating to the Company’s ability to continue as a going concern) of S3 Investment Company, Inc., for the year ended June 30, 2005, and to all references to our firm included in this Registration Statement.

/s/ Chisholm, Bierwolf & Nilson

Chisholm, Bierwolf & Nilson

Bountiful, Utah

October 4, 2006

EX-10

S3 INVESTMENT COMPANY, INC.

STOCK COMPENSATION PLAN FOR EMPLOYEES,

OFFICERS, DIRECTORS AND CONSULTANTS

1.

PURPOSE. The purpose of this Compensation Plan for Employees, Officers, Directors and Consultants (the “Plan”) is to assist S3 Investment Company, Inc. (the “Company”) and its subsidiaries in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors and independent consultants and/or advisors enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

2.

ELIGIBLE PERSONS. The only persons eligible to receive stock awards under this Plan and to become participants under this Plan (“Eligible Persons”) shall be: (a) officers, directors and employees of the Company and/or one or more of its subsidiaries, and (b) independent contractors who serve as consultants or advisors to the Company and/or one or more of its subsidiaries.  Furthermore, shares of the Company’s common stock and other stock awards under this Plan shall only be available for issuance to consultants or advisors if:  

(a)

The consultants or advisors are natural persons;

(b)

The consultants or advisors provide bona fide services to the Company and/or one or more of its subsidiaries; and

(c)

The services provided by the consultants or advisors are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

3.

ADMINISTRATION. This Plan shall not become effective until it is approved by the Company’s Board of Directors.  Once the Plan has been approved by the Company’s Board of Directors, the Plan shall be administered by a compensation committee (“Committee”) consisting of at least one person to be appointed by the Board of Directors, or in the absence of such a Committee, the Plan shall be administered by the Board of Directors.  References herein to “Committee” shall be deemed to refer to the Company’s Board of Directors at any time there is no Committee appointed.  The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become participants under the Plan, grant stock awards to those participants, determine the terms and conditions of, and all other matters relating to awards of Company stock under the Plan, and rules and regul ations for the administration of the Plan, construe and interpret the Plan and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan.  The Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any other officer or employee of the Company or a subsidiary, the Company’s independent auditors, consultants or any other agents assisting in the administration of the Plan.  The Committee and members of the Board of Directors, and any officer or employee of the Company or a subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to such action or determinat ion.

4.

STOCK SUBJECT TO PLAN; OVERALL NUMBER OF SHARES SUBJECT TO AWARDS. Subject to adjustment as provided herein, the total number of shares of Company common stock that may be subject to the granting of stock awards under the Plan at any point in time during the term of the Plan shall be equal to 200,000,000 shares.  Any shares of common stock delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.  The number of shares authorized under this Plan shall be subject to adjustment in the event that any dividend or other distribution (whether in the form of cash, stock or other property), recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event that affects the Company’s common stock such that an adjustment is determined by the Board of Directors of the Company to be appropriate in order to prevent dilution or enlargement of the rights of participants under the Plan.  In its discretion, the Board shall, in such manner as it may deem equitable, adjust any or all of:  (a) the number of shares of stock which may be delivered in connection with stock awards granted thereafter; (b) the exercise price, grant price or purchase price relating to any stock award and/or make provision for payment of cash or other property in respect of any outstanding stock award.

5.

ELIGIBILITY; PER-PERSON AWARD LIMITATIONS.  Stock awards may be granted under the Plan only to Eligible Persons. There shall be no limitation on the number of shares of the Company’s common stock that an Eligible Person may receive as a stock award under the Plan during any particular fiscal year of the Company, except that the total number of shares of the Company’s common stock that may be issued pursuant to the Plan shall not exceed 200,000,000.  

6.

SPECIFIC TERMS OF AWARDS.

(a) GENERAL.  Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 9(b)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of awards in the event of termination of employment by the participant and terms permitting a participant to make elections relating to his or her award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an award that is not mandatory under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of California law, no consideration other than services may be required for the grant of any award.

(b) BONUS STOCK AND AWARDS IN LIEU OF OBLIGATIONS.  The Committee is authorized to grant stock as a bonus, or to grant stock or other awards in lieu of Company obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of participants subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of stock or other awards are exempt from liability under Section 16(b) of the Exchange Act. Stock or awards granted hereunder shall be subject to such other terms as shall be determined by the Committee.

(c) OTHER STOCK-BASED AWARDS.  The Committee is authorized, subject to

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limitations under applicable law, to grant to participants 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, stock, as deemed by the Committee to be consistent with the purposes of the Plan,  including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into stock, purchase rights for stock, awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and awards valued by reference to the book value of stock or the value of securities of or the performance of specified subsidiaries or business units. The Committee shall determine the terms and conditions of such awards. Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 6(d) shall be purchased for such consideration, paid for at such times, by such methods, and in suc h forms, including, without limitation, cash, stock, other awards or other property, as the Committee shall determine.

7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS.

(a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS.  awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other award or any award granted under another plan of the Company, any subsidiary, or any business entity to be acquired by the Company or a subsidiary, or any other right of a participant to receive payment from the Company or any subsidiary. Such additional, tandem, and substitute or exchange awards may be granted at any time. If an award is granted in substitution or exchange for another award, the Committee shall require the surrender of such other award in consideration for the grant of the new award. In addition, awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any subsidiary, in which the value of stock subject to the award is equivalent in value to the cash compensat ion (for example, restricted stock), or in which the exercise price, grant price or purchase price of the award in the nature of a right that may be exercised is equal to the fair market value of the underlying stock minus the value of the cash compensation surrendered.

(b) TERM OF AWARDS.  The term of each award shall be for such period as may be determined by the Committee.

(c) FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS. Subject to the terms of the Plan and any applicable award agreement, payments to be made by the Company or a subsidiary for award or settlement of an award may be made in such forms as the Committee shall determine, including, without limitation, cash, stock, other awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any award may be accelerated, and cash paid in lieu of stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events.  Installment or deferred payments may be required by the Committee (subject to Section 9(b) of the Plan) or permitted at the election of the participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of a reasonable interest rate on installment or deferred payments o r the grant or crediting of dividend equivalents or other amounts in respect of installment or deferred payments denominated in stock.

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8. PERFORMANCE AWARDS.

(a) PERFORMANCE CONDITIONS.  The right of a participant to exercise or receive a grant or settlement of any award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any award subject to performance conditions, except as limited under Section 8(b) hereof in the case of a performance award.

(b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES.  If and to the extent that the Committee determines that a performance award to be granted to an Eligible Person who is designated by the Committee as likely to be a covered employee should qualify as "performance-based compensation" for purposes of Code Section 162(m), the grant, exercise and/or settlement of such performance award shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(b).

(i) PERFORMANCE GOALS GENERALLY.  The performance goals for such performance awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 8(b). Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being "substantially uncertain." The Committee may determine that such performance awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such performance awards.  Performance goals may differ for performance awards granted to any one participant or to different participants .

(ii) BUSINESS CRITERIA.  One or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively by the Committee in establishing performance goals for such performance awards:  (1) total stockholder return; (2) such total stockholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor's 500 Stock Index or the S&P Specialty Retailer Index; (3) net income; (4) pretax earnings; (5) earnings before interest expense, taxes, depreciation and amortization; (6) pretax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items; (7) operating margin; (8) earnings per share; (9) growth in earnings per share; (10) return on equity; (11) return on capital; (12) return on investment; (13) operating earnings; (14) working capital or inventory; and (15) ratio of debt to stockholders' equity.

(iii) PERFORMANCE PERIOD; TIMING FOR ESTABLISHING PERFORMANCE GOALS.  Achievement of performance goals in respect of such performance awards shall be measured over a performance period of up to ten years, as specified by the Committee.  Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such performance awards, or at such other date as may be required or permitted for "performance-based compensation" under Code Section 162(m).

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9. GENERAL PROVISIONS.

(a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.  The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of a stock award or payment of other benefits under any stock award until completion of such registration or qualification of such stock or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the stock or other Company securities are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any participant to make such representations, furnish such information and comply with or be subject to such other conditions as he or she may consider appropriate in connection with the issuance or delivery of stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or oth er obligations.

(b) CHANGES TO THE PLAN AND AWARDS.  The Board of Directors may amend, alter, suspend, discontinue or terminate the Plan or waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any stock award theretofore granted and any stock award agreement relating thereto; provided that, without the consent of an affected participant, no such Board action may materially and adversely affect the rights of such participant under any previously granted and outstanding stock award.

(c) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS.  The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a participant or obligation to deliver stock pursuant to a stock award, nothing contained in the Plan or any award shall give any such participant any rights that are greater than those of a general creditor of the Company, provided that the Board may authorize the creation of trusts and deposit therein cash, stock, or other property, or make other arrangements to meet the Company's obligations under the Plan. Such trusts or other arrangements shall be consistent with the "unfunded" status of the Plan unless the Board of Directors otherwise determines with the consent of each affected participant.

(d) NONEXCLUSIVITY OF THE PLAN.  The adoption of the Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board of Directors or a committee or subcommittee thereof to adopt such other incentive arrangements as it may deem desirable.

(e) FRACTIONAL SHARES.  No fractional shares of stock shall be issued or delivered pursuant to the Plan or any stock award. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

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(f) GOVERNING LAW.  The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any award agreement shall be determined in accordance with the laws of the State of without giving effect to principles of conflicts of laws, and applicable federal law.

(g) PLAN EFFECTIVE DATE.  The Plan which has been approved by the Board of Directors, and became effective on the Effective Date, October 5, 2006.

10.

REGISTRATION OF STOCK.  The shares of Company securities issuable under this Plan may, in the discretion of the Board of Directors, be registered on a Form S-8 registration statement filed with the U.S. Securities and Exchange Commission.

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