S-8

As filed with the Securities and Exchange Commission on July 26, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN BUSINESS CORPORATION
(Exact name of registrant as specified in its charter)
Colorado	68-0133692
(State or other jurisdiction	(IRS Employer Identification No.)
of incorporation or organization)
477 Madison Avenue, 12th Floor
New York, New York 10022
(Address of principal executive offices) (Zip Code)
AMERICAN BUSINESS CORPORATION 2004 LONG TERM INCENTIVE COMPENSATION PLAN
(Full title of the Plan(s))

Anthony R. Russo

President and Chief Executive Officer
American Business Corporation
477 Madison Avenue – 12th Floor
New York, New York 10022
(Name and address of agent for service)

(212) 308-8700
(Telephone number, including area code, of agent for service)

Copies to:
Peter Campitiello, Esq.
Levy & Boonshoft, P.C.   
477 Madison Avenue
New York, New York 10022
(212) 751-1414

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $.001 per share	50,000,000 shares	$0.060	$3,000,000	$380.10

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall 

also cover any additional shares of Common Stock which become issuable under the American Business 

Corporation 2004 Long Term Incentive Compensation Plan by reason of any stock dividend, stock split, 

recapitalization or other similar transaction effected without the Registrant's receipt of consideration 

which results in an increase in the number of the outstanding shares of Registrant's Common Stock. No 

separate consideration is paid for these rights and, as a result, no registration fee for these rights is 

included in the fee for the common stock. 

(2) Calculated solely for purposes of this offering under Rules 457(c) and (h) of the Securities Act of 1933, 

as amended. The price per share and aggregate offering price are calculated on the basis of the average 

of the high and low selling price per share of the Registrant's Common Stock on July 16, 2004, as 

reported by the NASD OTC Bulletin Board, for the 50,000,000 shares issuable under the 2004 Long  

Term Incentive Compensation Plan that are not subject to outstanding options. 

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference 

American Business Corporation (the "Registrant") hereby incorporates by reference into this 

Registration Statement the following documents previously filed with the Securities and Exchange 

Commission (the "Commission"): 

(a) The Registrant's Annual Report on Form 10-KSB, filed with the Commission on April 14, 2004 for 

the fiscal year ended December 31, 2003; 

(b) The Registrant's Quarterly Report on Form 10-QSB filed with the Commission on May 17, 2004 for 

the quarter ended March 31, 2004; and 

(c) The Current Reports on Form 8-K, filed with the Commission on June 3 and June 28, 2004. 

Any and all reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K under the Exchange Act shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Sections 7-109-102, 7-109-103 and 7-109-107 of the Colorado Revised Statutes (the "C.R.S."), provide that, unless otherwise restricted in its bylaws, a business corporation may indemnify directors and officers against liabilities they may incur as such provided that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation or adjudged to have derived an improper personal benefit, whether or not involving action in an official capacity. Section 7-109-103 of the C.R.S. requires a business corporation to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Section 7-109-104 of the C.R.S. also permits a business corporation to reimburse reasonable expenses incurred in a proceeding prior to a final disposition of the proceeding. Section 7-109-105 of the C.R.S. also provides, that unless restricted in the business corporation's articles of incorporation, a director who is a party in a court proceeding may apply for indemnification to the court presiding over the proceeding or another court of competent jurisdiction.

Also, Section 7-109-108 of the C.R.S. authorizes corporations to further effect or secure its indemnification obligations by maintaining insurance on behalf of a person who was or is a director, officer, employee, fiduciary or agent of the corporation, or on behalf of a person who is or was serving as a representative of the corporation. As of the date of the filing of this Registration Statement, the Registrant does not maintain any such insurance protection.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit	Exhibit
Number
5	Opinion and consent of Levy & Boonshoft, P.C
23.1	Consent of Rosenberg Rich Baker Berman & Co.
23.2	Consent of Levy & Boonshoft, P.C. (contained in Exhibit 5).
24	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1	American Business Corporation 2004 Long Term Incentive Compensation Plan.

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 arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference into 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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 2004 Long Term Incentive Compensation Plan.

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

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 16, 2004.

American Business Corporation 

By: /s/ Anthony R. Russo 

Anthony R. Russo 

President, Chief Executive Officer and Director 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of American Business Corporation, a Colorado corporation, do hereby constitute and appoint Anthony R. Russo, President, Chief Executive Officer and Chief Financial Officer the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine(s) may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

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

Signature	Title	Date
/s/ ANTHONY R. RUSSO	President, Chief Executive and Chief Financial	July 16, 2004
Anthony R. Russo	Officer and Director (Principal Executive and
	Accounting Officer)
/s/ PETER CAMPITIELLO	Secretary	July 16, 2004
Peter Campitiello
/s/ DANNY L. PIXLER	Director, Chairman	July 16, 2004
Danny L. Pixler
/s/ EUGENE M. WEISS	Director	July 16, 2004
Eugene M. Weiss

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

     TOFORM S-8UNDER

SECURITIES ACT OF 1933

AMERICAN BUSINESS CORPORATION

EXHIBIT INDEX

Exhibit	Exhibit
Number
5	Opinion and consent of Levy & Boonshoft, P.C
23.1	Consent of Rosenberg Rich Baker Berman & Co.
23.2	Consent of Levy & Boonshoft, P.C. (contained in Exhibit 5).
24	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1	American Business Corporation 2004 Long Term Incentive Compensation Plan.

EX-5

EXHIBIT 5 -- OPINION AND CONSENT OF LEVY & BOONSHOFT, P.C.

LEVY & BOONSHOFT, P.C.    
 477 Madison Avenue
New York, New York 10022

July 16, 2004

American Business Corporation
477 Madison Avenue – 12th Floor
New York, New York 10022

Re: American Business Corporation -- Registration Statement on Form S-8

To Whom It May Concern:

We have acted as counsel to American Business Corporation, a publicly-owned Colorado corporation (the "Company"), in connection with the filing of a Form S-8 Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission (the "SEC"). The Registration Statement relates to 50,000,000 shares of common stock, par value $0.001 per share ("Common Stock"), of the Company issuable under the Company's 2004 Long Term Incentive Compensation Plan (the "Shares").

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals and of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Company's 2004 Long Term Incentive Compensation Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the federal laws of the United States and the laws of the states of New York and Colorado.

We hereby consent to the use of this opinion as Exhibit 5 of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours, 

/s/ Levy & Boonshoft, P.C. 

LEVY & BOONSHOFT, P.C. 

EX-23

EXHIBIT 23.1 – CONSENT OF ROSENBERG, RICH, BAKER, BERMAN & COMPANY

ROSENBERG, RICH, BAKER, BERMAN
& COMPANY, CPA, PA
380 Foot Hill Road
Post Office Box 6483
Bridgewater, New Jersey 08807

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption Experts and to the use of our report dated March 25, 2004 on the financial statements of American Business Corporation, formerly known as Logistics Management Resources, Inc., that is included in the Form 10-KSB for the year ended December 31, 2003 that is incorporated by reference in this registration statement.

/s/ Rosenberg, Rich Baker Berman
& Company, CPA, PA

Rosenberg, Rich Baker Berman
    & Company, CPA, PA

EX-99.1

EXHIBIT 99.1

AMERICAN BUSINESS CORPORATION 2004
LONG TERM INCENTIVE COMPENSATION PLAN

     1. Purpose. The purposes of the American Business Corporation, Long Term Incentive Compensation Plan (the "Plan") are (i) to enable American Business Corporation and any of its subsidiary corporations (hereinafter referred to, unless the context otherwise require, as the "Company") to grant to its directors, executive officers and other selected key employees, specialized consultants, and agents the means to acquire a proprietary interest in the Company, in order that such persons will have financial incentives to contribute to the Company's growth and profitability, and (ii) to enhance the ability of the Company to attract and retain in its employ individuals of outstanding skills upon which the success of the Company will depend.

     2. Administration. The Plan shall be administered by the Compensation Committee or other similarly designated committee (the "Committee") appointed by the Board of Directors of the Company. Members of the Committee are eligible to participate in the Plan and may grant to any or all members of the Committee any award under the Plan. The Committee may adopt such rules and regulations as it may deem necessary or advisable for the administration of the plan.

     3. Grant of Awards. Subject to the terms and provisions of the Plan, the Committee may grant to any participant an award (the "Award") consisting or one or more of the following: (i) Incentive Stock Options, (ii) Non-Qualified Stock Options, (iii) Stock Units, (iii) Restricted Stock, and (iv) Stock Appreciation Rights, all as more fully described herein. The grant of an Award shall be evidenced by a written letter (an "Award Letter") in such form as shall be approved by the Committee. Each recipient of an Award shall be required to acknowledge receipt of the related Award Letter in writing. However, failure to do so shall not invalidate an Award which has been duly granted by resolution of the Committee.

     4. Share Subject to the Plan. Subject to adjustment as provided herein, an aggregate of 50,000,000 shares of the Common Stock of the Company, $.001 par value per share (the "Common Stock"), shall be available for issuance pursuant to Awards granted under the Plan. Such shares may be authorized and unissued shares or shares held in the Company's treasury. All shares subject to Awards that shall have terminated or shall have been forfeited in whole or in part or canceled for any reason (other than by surrender for cancellation upon any exercise or conversion of all or part of such Awards) will be available for issuance pursuant to Awards granted subsequently under the Plan.

     5. Participants. All directors, officers and other key employees, consultants and agents of the Company and its subsidiaries, who are in a position to contribute materially to the successful operation of the business of the Company shall be eligible to receive Awards and thereby become participants in the Plan. As used herein, the term "subsidiaries" shall include any present or future corporation which would be a "subsidiary corporation" as that term is defined in Section 425 of the Internal Revenue Code of 1986, as amended, (the "Code"). For purposes of determining eligibility of individuals to receive Non-Qualified Stock Options hereunder, and for such purposes only, the term "employee" shall include (without limitation) persons who are employed by the Company as consultants or persons who are engaged in providing consultative services to the Company from which services the Company derives proprietary rights. No employee or participant shall have any claim to be granted any Award under the Plan. In granting Awards, the Committee may include or exclude previous participants in the Plan, as the Committee may determine. Receipt of an Award shall in no way be deemed to constitute a contract or promise of continued employment by the Company.

     6. Stock Options. (a) Stock options granted hereunder may be either Incentive Stock Options or Non-Qualified Stock Options. As used herein, (i) "Incentive Stock Option" means an option that is intended to meet the requirements of Section 422A of the Code or any successor provision thereto, and (ii) "Non-Qualified Stock Option" means an option that is not intended to be an Incentive Stock Option. Each Award of options granted under the Plan shall be designated by the Committee at the time of grant as either an Incentive Stock Option or a Non-Qualified Stock Option.

     (b) Stock options granted hereunder shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable, all of which shall be reflected in the applicable Award Letter:

     (i) The purchase price per share purchasable upon exercise of an option (the "Exercise Price") shall be not be less than the fair market value of a share of Common Stock on the date of grant as determined in good faith by the Committee. Unless otherwise determined, fair market value shall be determined by and be equal to the average of the last three days' closing bid of the Company's Common Stock in the over-the-counter market for the three days immediately preceding the date the Incentive Stock Option or Non-Qualified Stock Option is granted.

     (ii) Options shall be exercisable at such time or times as determined by the Committee at the time of grant; provided that no option shall be exercisable after the expiration of ten (10) years from the date of grant and no Incentive Stock Option issued to a shareholder owning directly or constructively 10% of the voting power of the Company, shall be exercisable after the expiration of five (5) years. No Incentive Stock Option or Non-Qualified Stock Option shall be exercisable during the one (1) year period commencing on the date of grant.

     (iii) If a participant retires during the term of an option, such option shall be exercisable by such participant only during the three (3) months following his or her retirement (but in no event after the expiration of the term of such option) and only as to the number of shares, if any, as to which it was exercisable immediately prior to such retirement.

     (iv) If a participant dies during the term of an option, such option shall be exercisable by his or her executor or administrator or, if not so exercised, by the legatees or the distributees of his or her estate, only during the six (6) months following his or her death (but in no event after the expiration of the term of such option). During such six month period, the option shall be exercisable as to the full number of shares previously vested to grantee which it had not been previously exercised.

     (v) If a participant ceases to be an employee of the Company for any cause other than retirement or death during the term of an option, such option shall be exercisable by him or her only during the thirty (30) days following the cessation of his or her employment (but in no event after the expiration of the term of such option) and only as for the number of shares, if any, as to which it was exercisable immediately prior to such cessation of employment.

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     (vi) Subject to the other provisions of the Plan and the applicable Award Letter, participants may make payment of the Exercise Price by delivery of (A) cash, (B) a certified or bank cashier's check, (C) shares of Common Stock, (D) when permitted by law and the Committee, other Awards or (E) any combination thereof, which has a fair market value equal to the total Exercise Price, as determined in good faith by the Committee on the date of exercise.

     (vii) The aggregate fair market value (determined as of the time of grant) of the shares with respect to which Incentive Stock Options held by any participant under the Plan which are exercisable for the first time by such participant during any calendar year shall not exceed $100,000 or, if different, the maximum limitation in effect at the time of grant under Section 422A of the Code, or any successor provision, and any regulations promulgated thereunder. The terms of any Incentive Stock Option granted hereunder shall comply in all respects with the provisions of Section 422A of the Code, or any successor provision, and any regulations promulgated thereunder.

     (viii) The Committee may provide, at the time of grant and under advice of counsel or otherwise, that the shares to be issued upon an option's exercise shall be in the form of Restricted Stock.

     7. Stock Units. (a) Stock Units are contractual rights awarded to participants pursuant to which shares may be issued as hereinafter provided. Stock Units do not constitute securities of the Company and do not entitle the participant to whom such Stock Units have been awarded to any right of ownership with respect to the shares which may be issued pursuant thereto, including, without limitation, voting rights and the right to receive ordinary cash dividends. Awards of Stock Units may provide for the issuance of Common Stock for no consideration other than services rendered.

     (b) Subject to adjustment as provided herein, each Stock Unit awarded hereunder shall vest over such period as the Committee shall specify at the time of grant, and shall become convertible into shares of Common Stock over such additional period as the Committee shall specify at the time of grant. Upon such conversion, the participant shall be entitled to receive one share of Common Stock per Stock Unit, plus a distribution in kind of all other property (other than cash dividends) which the participant would have been entitled to receive if the shares received upon the conversion of such Stock Units had been owned throughout the period beginning on the date of the award of such Stock Units ("the Award Date") and ending on the date of such conversion, less all securities and property which would have been surrendered or canceled pursuant to such distributions.

     (c) In the event of the cessation of the employment of a participant, however caused, prior to the full vesting of his or her Stock Units, such participant's Stock Units shall automatically either (i) be forfeited in their entirety, or (ii) be reduced to the number determined by means of the following formula: the total number of Stock Units originally awarded to the participant shall be multiplied by a fraction which shall have as its numerator the number of whole years elapsed between the Award Date and the date of cessation of employment and as its denominator the length of the specified vesting period of such Stock Units, provided that, if the resulting product is not a whole number, it shall be reduced to the next lowest whole number.

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The Compensation Committee shall specify, in the related Award Letter, whether forfeiture or formula reduction shall apply to an Award of Stock Units. All Stock Units originally issued to the participant in excess of the number determined as set forth in this paragraph shall be automatically canceled by the Company.

     8. Restricted Stock. (a) Restricted Stock Awards may be issued hereunder to participants, for no consideration other than services rendered, or for such consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. As used herein, "Restricted Stock" means any share of Common Stock issued subject to the restriction that the holder thereof may not sell, transfer, pledge, assign or otherwise hypothecate such share and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such share and the right to receive cash dividends and other distributions with respect thereto), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate. The provisions of Restricted Stock Awards need not be the same with respect to each recipient.

     (b) Any Restricted Stock issued hereunder may be evidenced in such manner as the Committee in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock awarded under the Plan, such certificate shall be registered in the name of the participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such shares.

     (c) The cessation of a participant's employment by the Company at any time during the period of any restrictions due to such participant's retirement, permanent disability or death shall not affect the terms of any Restricted Stock Award granted to such participant. Except as otherwise determined by the Committee at the time of grant, upon cessation of employment for any other reason during the period of any restrictions, all shares of Restricted Stock still subject to restriction shall be forfeited by the participant and reacquired by the Company. Notwithstanding the foregoing, in the event of a participant's retirement, permanent disability or death, or in other cases of special circumstances following the cessation of employment by a participant, the Committee may, when it finds in its sole discretion that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such participant's shares of Restricted Stock.

     9. Stock Appreciation Rights. (a) Stock Appreciation Rights may be granted hereunder to participants either alone or in addition to other Awards granted under the Plan and may, but need not, relate to a specific option granted under Section 6 hereof. As used herein, "Stock Appreciation Right" means a right to receive, upon exercise by the participant, the excess of (i) the fair market value of one share of Common Stock on the date of exercise over (ii) the grant price of the right as specified by the Committee. Stock Appreciation Rights shall be granted on such terms under conditions not inconsistent with the Plan as the Committee may determine, all of which shall be reflected in the applicable Award Letter. Awards of Stock Appreciation Rights may provide for the balance of Common Stock for no consideration other than services rendered. The provisions of Stock Appreciation Rights need not be the same with respect to each recipient.

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     (b) A Stock Appreciation Right related to a Non-Qualified Stock Option may be granted at the same time such option is granted or at any time thereafter before exercise or expiration of such option. Any Stock Appreciation Right related to an Incentive Stock Option must be granted at the same time such option is granted. The number of shares subject to Stock Appreciation Rights shall be reduced to the extent that the related stock option is exercised or terminated, except that, in the case of any Stock Appreciation Right granted with respect to less than the full number of shares covered by the related option, such Stock Appreciation Rights shall not be reduced until the exercise or termination of the related option exceeds the number of shares not covered by the Stock Appreciation Right. Any option related to any Stock Appreciation Right shall no longer be exercisable to the extent the related Stock Appreciation Right has been exercised. The Committee may, at the time of award impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.

      (c) Stock Appreciation Rights which are related to an option shall be exercisable only when and to the extent that the related option is exercisable.

     (d) Stock Appreciation Rights which are not related to an option ("Unrelated Rights") shall be exercisable at such time or times as determined by the Committee at the time of grant, and shall be subject to the following terms and conditions:

     (i) If a participant retires during the term of an Unrelated Right, such Unrelated Right shall be exercisable by such participant only during the three (3) months following his or her retirement (but in no event after the expiration of the term of such Unrelated Right) and only as to the number of shares, if any, as to which it was exercisable immediately prior to such retirement.

     (ii) If a participant dies during the term of an Unrelated Right, such Unrelated Right shall be exercisable by his or her executor or administrator or, if not so exercised, by the legatees or the distributees of his or her estate, only during the six (6) months following his or her death (but in no event after the expiration of the term of such Unrelated Right). During such six month period, the Unrelated Right shall be exercisable as to the full number of shares vested which had not been previously exercised.

     (iii) If a participant ceases to be an employee of the Company for any cause other than retirement or death during the term of an Unrelated Right, such Unrelated Right shall be exercisable by him or her only during the thirty (30) days following the cessation of his or her employment (but in no event after the expiration of the term of such Unrelated Right) and only as to the number of shares, if any, as to which it was exercisable immediately prior to such cessation of employment.

     (e) Any payment by the Company in respect of Stock Appreciation Rights may be made in cash or shares of Common Stock, or a combination thereof, as the Committee, in its sole discretion, shall determine at the time of exercise.

     (f) Notwithstanding the foregoing, no Stock Appreciation Right which is granted to an executive officer or director of the Company or to a participant who thereafter becomes an executive officer or director of the Company may be exercised until the expiration of one (1) year from the date of its grant.

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     10. Non-assignability of Awards. No Award shall be assignable or transferable by a participant otherwise than by will or by the laws of descent and distribution. Each Award shall be exercisable, during the lifetime of any participant, only by such participant, except that, if permissible under applicable law, Awards other than Incentive Stock options may also be exercised by the guardian or legal representative of a participant.

     11. Term of Awards. The term of each Award shall be for such period of years from the date of its grant as may be determined by the Committee; provided that in no event shall the term of any Incentive Stock Option exceed a period of ten (10) years from the date of its grant.

     12. Cancellation of Awards. (a) In the event that the Committee shall, at any time prior to the issuance of shares pursuant to an Award (and regardless of whether the participant is then in the employ of the Company), determine that any participant, either before or after any cessation of his or her employment by the Company, (i) has committed an act of misconduct for which he or she could have been discharged for cause by the Company; or (ii) has participated in or engaged in any business activity determined by the Committee to be in any way harmful or prejudicial to the interests of the Company, all Awards then outstanding in the name of such participant shall immediately be canceled.

     (b) The Plan shall in no event be interpreted as restraining any participant from competing with the Company after the cessation of his or her employment by the Company. However, a participant who does compete with the business of the Company prior to the expiration of the period of one (1) year commencing with the date of the cessation of his or her employment by the Company, however caused, shall ipso facto be deemed to have participated or engaged in a business activity harmful or prejudicial to the interests of the Company. As used herein, the phrase' "compete with the business of the Company" shall include, without limitation, (i) participating, directly or indirectly, whether as proprietor, officer, employee, agent or otherwise, or (ii) having a material interest, directly or indirectly, through stock ownership (other than ownership of less than five percent (5%) of the outstanding stock of a publicly-traded company), investment of capital, lending of money or property or otherwise, either alone or in association with others, in the formation, funding or operation of any type of group, business or enterprise engaged, in whole or in part, in the business then being conducted by the Company or any of its subsidiaries.

     (c) Any determination made hereunder by the Committee shall be conclusive and binding upon both the Company and the participant. Nothing herein shall be deemed to relieve, release or discharge any participant from any contractual or fiduciary obligation he or she may otherwise have to the Company.

     13. Exercise of Awards. To exercise an Award, the holder shall give written notice thereof to the Company either by delivery in hand to the Treasurer or Assistant Treasurer of the Company or by mailing by registered mail to the Company, marked "Attention: Treasurer", at its principal place of business, specifying the date and type of Award and the number of shares of Common Stock with respect to which such Award is being exercised. The date upon which such written notice shall be duly received by the Treasurer or Assistant Treasurer shall be deemed to be the date of exercise or conversion for all purposes.

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     14. Withholding Taxes; Issuance of Stock Certificates. Notwithstanding anything to the contrary hereinbefore contained, the Company shall not be required to issue certificates for shares purchased by exercise or conversion of an Award until (i) the full Exercise Price or other consideration due with respect thereto, if any, has been paid, and (ii) the participant or the participant's heirs or legal representatives, as the case may be, provide for payment to (or withholding by) the Company of all amounts required under then applicable provisions of the Code and state and local tax laws to be withheld with respect to such shares. Participants shall have none of the rights of a stockholder with respect to any Award until certificates for the shares represented thereby have been issued.

     15. Conditions to Exercise or Conversion of Awards. Each participant who accepts delivery of shares issued pursuant to the Plan shall be deemed to have acquired such shares for his or her own account, for investment, and not with a view to or in connection with any distribution. As conditions to the exercise or conversion of any Award and the issuance of shares thereunder, the Committee may, in its discretion, require (i) that a participant sign an investment covenant to the foregoing effect confirming that he or she will not effect any sale, transfer, pledge, assignment or other hypothecation of such shares (collectively, a "Transfer") prior to (A) receipt of an opinion of counsel for the Company authorizing any proposed Transfer, (B) receipt of a "no action" letter from the Securities and Exchange Commission permitting such Transfer, or (C) registration of the shares under the Securities Act of 1333, as amended, (the "Act") and (ii) that a registration statement under the Act with respect to the Award and the shares to be issued on the exercise or conversion thereof shall have become, and continue to be, effective. The certificates representing shares issued pursuant to the Plan may bear an appropriate legend to the effect that the shares have been issued subject to certain restrictions on transfer and may be transferred only in accordance therewith.

     16. Effect of Change in Common Stock. In the event the outstanding shares of Common Stock are increased or decreased as a result of a stock dividend, stock split, recapitalization or other means having the same effect, the number of shares available for issuance under the Plan, the number of shares issuable pursuant to any outstanding Award and the Exercise Price of any option outstanding under the Plan shall be adjusted as the Board of Directors shall deem appropriate, in its sole discretion upon the recommendation of the Committee, and with the approval of counsel, to preserve unimpaired the rights of the participants. Notwithstanding the foregoing, in any such event the Exercise Price of any outstanding option shall, in the case of an increase in the number of shares, be proportionately reduced, and in the case of a decrease in the number of shares, be proportionately increased. All determinations made by the Board or the Committee shall be conclusive and binding upon the participants.

      17. Effect of Reorganizations. In case of any one or more reclassifications, changes or exchanges of outstanding shares of Common Stock or consolidations of the Company with, or mergers of the Company into, other corporations, or other recapitalizations or reorganizations (other than consolidations with a subsidiary in which the Company is the continuing corporation and which do not result in any reclassifications, changes or exchanges of outstanding shares of Common Stock), or in case of any one or more sales or conveyances to another corporation of the property of the Company as an entirety, or substantially as an entirety, any of which are hereinafter in this Section called "Reorganizations," a participant shall have the right, upon any subsequent exercise or conversion of an Award, to acquire the

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same kind and amount of securities and property which such participant would then have if such participant had exercised or converted such Award immediately before the first of any such Reorganizations and continued to hold all securities and property which came to such participant as a result of that and subsequent Reorganizations, less all securities and property surrendered or canceled pursuant to any of same, the adjustment rights in Section 16 and this Section being continuing and cumulative, except that, anything to the contrary herein contained notwithstanding, the Committee shall have the right in connection with any Reorganizations, upon not less than thirty (30) days written notice to the participants, to accelerate the vesting provisions of all outstanding Awards and terminate the term thereof so that, in such event, all outstanding awards may be exercised or converted in whole or in part, only at a time prior to or simultaneously with the consummation of such Reorganization. The provisions and term of Awards held by participants who are no longer employees of the Company shall not be affected pursuant to the preceding sentence. In any such event such Awards may be exercised or converted, to the extent permitted by their terms, prior to or simultaneously with the consummation of such Reorganization.

     18. Effect of Change of Control. If any individual, corporation or other entity (collectively, a "Person") shall become the beneficial owner of 40% or more of the outstanding shares of Common Stock (other than by reason of a merger in which the Company is the continuing corporation and which does not result in any reclassification of outstanding shares of Common Stock of the Company), then all of the provisions set forth herein with respect to vesting, cancellation and forfeiture shall ipso facto lapse and be of no further effect whatsoever as to any and all Awards then outstanding, and, upon the date such event occurs (the "Date of Change of Control"), all Awards theretofore granted hereunder and not fully exercisable or convertible shall, subject to the provisions of the Plan and any other limitation applicable to such Awards, become exercisable or convertible in full for a period of thirty (30) days following the Date of Change of Control; provided, however, that (i) no Award shall be exercisable or convertible by an executive officer or director of the Company, or by a person who was an executive officer or director of the Company at the time the Award was granted, within one (1) year of the date of grant of such Award, and (ii) Awards of Incentive Stock Options shall become exercisable hereunder only to the extent possible without violation of the limitations contained in clauses (ii), (iii), (iv), (v) and (vii) of Section 6(b) hereof.

     For the purpose of this Section, a Person shall be deemed to be the beneficial owner of shares of Common Stock which are beneficially owned, directly or indirectly, by any other Person (i) with which it or its "affiliate" or "associate" (as hereinafter defined) has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of Common Stock; or (ii) which is its "affiliate" or "associate". For the purposes of this Section, a Person is an "affiliate" of another person if the former directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the latter; and a person is an "associate" of (x) any corporation or organization (other than the Company or any of its subsidiary corporations) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (y) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity and (z) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the Company or any of its subsidiary corporations.

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     19. Term of the Plan. No Award shall be granted pursuant to the Plan after June 30, 2014, but any Award theretofore granted may extend beyond that date.

     20. Amendment and Termination. The Board of Directors of the Company by resolution at any time may amend, suspend or terminate the Plan, provided that (i) no such action shall be taken which impairs the rights of any participant under any outstanding Award, without such participant's consent, and (ii) except in connection with an adjustment as contemplated hereunder or with the consent of the stockholders, no such action shall be taken which increases the total number of shares available for issuance under the Plan. The Committee may substitute new Awards for Awards previously granted to participants, including, without limitation, previously granted options having higher Exercise Prices.

     21. Interpretation. The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for administering the Plan shall be made by the Committee, subject, however, at all times to the final jurisdiction which shall rest in the Board of Directors of the Company. Determinations made by the Committee and approved by the Board of Directors with respect to any matter or provision contained in the Plan shall be final, conclusive and binding upon the Company and upon all participants, their heirs and legal representatives. Any rule or regulation adopted by the Committee whether under the authority of this Section or Section 2 above shall remain in full force and effect unless and until altered, amended or repealed by the Board of Directors.

     22. Effective Date of Plan. The Plan shall not become effective, and any Awards granted hereunder shall not be exercisable, unless and until the Plan shall have been duly approved by the Board of Directors of the Company in accordance with the laws of the State of Colorado. No Award shall be granted, exercised or converted if such grant, exercise or conversion, or the issuance of shares pursuant thereto, would be contrary to law or the regulations of any duly constituted authority having jurisdiction.

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