S-8

As filed with the Securities and Exchange Commission on December 22, 2010

Registration No. _________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TELVUE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	51-0299879
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16000 Horizon Way, Suite 500, Mt. Laurel, NJ	08054
(Address of Principal Executive Offices)	(Zip Code)

TELVUE CORPORATION 2009 STOCK OPTION PLAN

(Full title of the plan)

John Fell

Treasurer-Controller

TelVue Corporation

16000 Horizon Way, Suite 500

Mt. Laurel, NJ 08054

(Name and address of agent for service)

(856) 273-8888

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

Copy to:

Katayun I. Jaffari, Esquire

Saul Ewing LLP

Centre Square West

1500 Market Street, 38^th Floor

Philadelphia, PA 19102-2186

(215) 972-7161

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer   o (Do not check if a smaller reporting company)	Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee(2)
Common Stock, Par Value $.01 Per Share	10,000,000	$0.10	$1,000,000	$71.30

(1)	Represents shares issuable to employees pursuant to the 2009 Stock Option Plan.  In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the bid and asked price of shares of the common stock on December 16, 2010.  The fee represents the Proposed Maximum Aggregate Offering Price multiplied by $.00007130.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Not required to be filed.¹

Item 2.  Registrant Information and Employee Plan Annual Information.

Not required to be filed.¹

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed in clauses (a) through (e) below (other than filings or portions of filings that are furnished, under applicable Securities and Exchange Commission (“SEC”) rules, rather than filed) are incorporated herein by this reference thereto, and all documents subsequently filed (other than filings or portions of filings that are furnished, under applicable SEC rules, rather than filed) by TelVue Corporation (the “Registrant”) pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters 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 of such documents:

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 31, 2010;
(b)	The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 17, 2010, the quarter ended June 30, 2010, filed with the SEC on August 16, 2010, and the quarter ended September 30, 2010, filed with the SEC on November 15, 2010;
(c)	The Registrant’s Current Reports on Forms 8-K, filed with the SEC on March 19, 2010, June 11, 2010, December 9, 2010 and December 15, 2010;
(d)	The Registrant’s Proxy Statement for the 2010 Annual Meeting of Shareholders, filed with the SEC on April 30, 2010;

_______________________

¹ The information called for by Part I of this registration statement on Form S-8 is currently included in the description of the Registrant’s 2009 Stock Option Plan (the “Plan”) delivered to eligible persons under the Plan.  Pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended, this information is not being filed with or included in this Form S-8.

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(e) The description of the Registrant’s common stock contained in the registration statement filed by the Registrant to register such securities under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or another enterprise if serving such enterprise at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified 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 action or proceeding, had no reasonable cause t o believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Article Twelve of the Corporation’s Articles of Incorporation contains the following provision:

“No person shall be personally liable to the corporation or its stockholders for any form of monetary damages for any breach of a director’s fiduciary duty, except (1) for breach of the director’s duty of loyalty to the corporation or stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) pursuant to Section 174 of the Delaware Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit.  No amendment or repeal of this article shall apply or have any effect on the alleged liability of any director with respect to any acts or omissions occurring prior to such amendment’s effective date.”

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In addition, Section 6.4 of the By-Laws of the Company provides that the Company may indemnify any officer or director made or threatened to be made a party to any suit or other proceeding, including criminal actions, by reason of the fact that he was acting as or was an officer or director at the time of the acts complained of, for all expenses including legal fees, judgments, costs and related amounts if it shall be determined: that he was acting in good faith; and, in a manner reasonably believed to be in or not opposed to the best interest of the corporation (or in a criminal proceeding, if he had no reasonable basis to believe that the conduct in question was unlawful).  The By-Laws further provide that the termination of any proceedings by settlement or by a plea in the nature of nolo contendere will not create a presumption that a person did not act with requisite good faith, but that no indemnification shall be made to any individual adjudged l iable to the Company unless a court of competent jurisdiction finds the person nonetheless entitled to indemnity.  The By-Laws also permit the advancement of funds and expenses and provide in turn for repayment of any sums advanced if it later be determined by a majority of independent directors or in certain circumstances, by an independent counsel, or, by the shareholders, that the advance of expenses was improper.  In addition, the Corporation presently maintains a standard form of agreement with certain officers and directors carrying into effect each and all of the terms and provisions of such By-Law which define and provide for the means of implementation of the provisions above noted and contained therein.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following is a list of exhibits filed with, or incorporated by reference into, this registration statement:

5.1         Opinion of Saul Ewing LLP.

23.1       Consent of Pressman Ciocca Smith LLP.

23.2       Consent of Saul Ewing LLP (contained in Exhibit No. 5).

24.1       Power of Attorney (included on signature page of this registration statement).

99.1       2009 Stock Option 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;

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(ii)        To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)        To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 which remain unsold at the termination of the offering.

(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 Securities 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.

(c)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised 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.  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 t o a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act 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, 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, thereunder duly authorized, in the City of Mt. Laurel, State of New Jersey, on December 22, 2010.

TELVUE CORPORATION

By: /s/ Jesse Lerman

Jesse Lerman

President and Chief Executive Officer

By: /s/ John Fell

John Fell

Treasurer-Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Jesse Lerman and John Fell, and each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this registration statement on Form S-8, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said att orneys-in-fact and agents or any of them, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ H.F. Lenfest H.F. Lenfest	Chairman of the Board and Director	December 22, 2010
/s/ Jesse Lerman Jesse Lerman	Director	December 22, 2010
/s/ Joy Tartar Joy Tartar	Director	December 22, 2010
/s/ Robert Lawrence Robert Lawrence	Director	December 22, 2010

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EXHIBIT INDEX

Exhibit No.	Exhibit
5.1	Opinion of Saul Ewing LLP.
23.1	Consent of Pressman Ciocca Smith LLP.
23.2	Consent of Saul Ewing LLP (contained in Exhibit No. 5).
24.1	Power of Attorney (included on signature page of this registration statement).
99.1	2009 Stock Option Plan.

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EX-5

Exhibit 5.1

[SAUL EWING LLP LETTERHEAD]

December 22, 2010

TelVue Corporation

16000 Horizon Way, Suite 500

Mt. Laurel, NJ 08054

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) of TelVue Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission covering the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 10,000,000 shares of common stock, par value $.01 per share, of the Company (the “Shares”) which are issuable under the Company’s 2009 Stock Option Plan (the “Plan”).

We have reviewed the Registration Statement, the Certificate of Incorporation and By-laws of the Company and such corporate records, certificates and other documents and have made such other investigation as we deemed necessary or appropriate for the purposes of this opinion.  In our examination, we have assumed legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed or photostatic copies and the authenticity of such original documents.

Based on the foregoing, it is our opinion that:

1.	the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware; and
2.	the issuance of the Shares has been duly authorized and, when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable.

We hereby consent to the use of our name in the Registration Statement as counsel who will pass upon the legality of the Shares for the Company and as having prepared this opinion as an exhibit to the Registration Statement.  In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ SAUL EWING LLP

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

TelVue Corporation:

We consent to incorporation by reference in the registration statement on Form S-8 of TelVue Corporation of our report dated March 30, 2010, relating to the balance sheets of TelVue Corporation as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit and cash flows for the years then ended, which report appears in the December 31, 2009 annual report on Form 10-K of TelVue Corporation.  

/s/ Pressman Ciocca Smith LLP

Huntingdon Valley, Pennsylvania

December 21, 2010

EX-99

Exhibit 99.1

TELVUE CORPORATION

2009 STOCK OPTION PLAN

ARTICLE I

ESTABLISHMENT

1.1       Purpose.  The TelVue Corporation 2009 Stock Option Plan (the "Plan") is hereby established by TelVue Corporation (the "Company").  The purpose of the Plan is to promote the overall financial objectives of the Company and its stockholders by motivating those persons selected to participate in the Plan to achieve long-term growth of the Company and by retaining the association of those individuals who are instrumental in achieving this growth.  The Plan provides additional incentives to officers, directors, employees or consultants of the Company or its Affiliates, as defined herein, to enter into or remain in the service or employment of the Company or its Affiliates and to devote themselves to the Company's success by granting such individuals an opportunity to acquire or increase their proprietary interest in the Company through receipt of rig hts (the "Options") to acquire the Company's Common Stock, par value $.01 per share (the "Common Stock").

ARTICLE II

STOCK SUBJECT TO PLAN

2.1       Aggregate Maximum Number.  The maximum number of shares of the Common Stock for which Options may be granted under the Plan to an individual or in the aggregate is 10,000,000 shares (the "Option Shares"), which number is subject to adjustment as provided in Section 6.6.  Option Shares shall be issued from authorized and unissued Common Stock or Common Stock held in or hereafter acquired for the treasury of the Company.  If any outstanding Option granted under the Plan expires, lapses or is terminated for any reason, the Option Shares allocable to the unexercised portion of such Option may again be the subject of an Option granted pursuant to the Plan.

ARTICLE III

TERM OF PLAN

3.1       Term of Plan.  The Plan shall commence on May 4, 2009, the date of approval of the Plan by the Board of Directors of the Company ("Effective Date"), but shall terminate unless the Plan is approved by the stockholders of the Company within twelve months of such date, as set forth in Section 422(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code").  Any Options granted pursuant to the Plan prior to approval of the Plan by the stockholders of the Company shall be subject to such approval and, notwithstanding anything to the contrary herein or in any Option Document (as defined below), shall not be exercisable until such approval is obtained.  No Option may be granted under the Plan on or after the date which is ten years after the Effective Date.  

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ARTICLE IV

ELIGIBILITY

4.1       Eligibility.  Except as herein provided, the persons who shall be eligible to participate in the Plan and be granted awards of Options shall be those directors, officers, employees or consultants of the Company or an Affiliate thereof who shall be in a position, in the opinion of the Committee, as defined herein, to make contributions to the growth, management, protection and success of the Company and its Affiliates.  Of those persons described in the preceding sentence, the Committee, may, from time to time, select persons to be granted Options and shall determine the terms and conditions with respect thereto.  In making any such selection and in determining the terms and conditions of the Option, the Committee may give consideration to the person's functions and responsibilities, the person's contributions to the Company and its Affiliates, the value of the ind ividual's service to the Company and its Affiliates and such other factors deemed relevant by the Committee.  The term "Affiliates" shall mean a corporation which is a parent corporation or a subsidiary corporation with respect to the Company within the meaning of section 424(e) or (f) of the Code.

ARTICLE V

STOCK OPTIONS

5.1       Stock Options.  Options granted under the Plan may be either ISOs, as defined herein, or NQSOs, as defined herein as designated in writing at the time of the grant (the “Grant Date”).  Each Option granted under the Plan is intended to be an incentive stock option ("ISO") within the meaning of Section 422(b) of the Code for federal income tax purposes, except to the extent (i) such ISO grant would fail to meet the limitations and restrictions on ISOs set forth in Subsections 5.2(a) and 5.2(b) below, or (ii) any Option is specifically designated at the Grant Date as not being an ISO (an Option which is not an ISO, and therefore is a non-qualified option, is referred to herein as an "NQSO").  Under the Plan, Options may be granted to Optionees at such times, in such amounts, and on such terms and conditions as determined by the Committee , in accordance with the terms of the Plan.

5.2       Terms and Conditions of Options.  Options granted pursuant to the Plan shall be evidenced by written documents ("Option Documents") in such form as the Committee shall from time to time approve, subject to the following terms and conditions.  Option Documents may also contain such other terms and conditions (including vesting schedules for the exercisability of Options) which the Committee shall from time to time provide which are not inconsistent with the terms of the Plan.  Persons to whom Options are granted are hereinafter referred to as "Optionees."

(a)       Number of Option Shares.  Each Option Document shall state the number of Option Shares to which it pertains.  To the extent that the aggregate fair market value of Option Shares (determined as of the date each applicable ISO is granted) with respect to which ISOs are exercisable for the first time by an Optionee during any calendar year (under all incentive stock option plans of the Company or its Affiliates) exceeds $100,000, the portion of such options in excess of $100,000 shall be treated as NQSOs in accordance with Section 422(d) of the Code.

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(b)       Option Price.  Each Option Document shall state the price at which an Option Share may be purchased (the "Option Price"), which shall be not less than 100% of the "Fair Market Value" of a share of the Common Stock on the Grant Date.  If the Common Stock is listed on a national securities exchange or quoted on The Nasdaq Stock Market ("NASDAQ"), the Fair Market Value is the closing price of the Common Stock on the relevant date (or, if such date is not a business day or a day on which quotations are reported, then on the immediately preceding date on which quotations were reported), as reported by the principal national exchange on which such shares are traded (in the case of an exchange) or by NASDAQ, as the case may be.  If the Common Stock is not listed on a national securities exchange or quoted on NASDAQ, the Fair Market Value shall be determined in good faith by the Committee on the basis of such considerations as it deems appropriate and are consistent with section 409A of the Code and the regulations issued thereunder.  If an ISO is granted to an Optionee who then owns, directly or by attribution under Section 424(d) of the Code, shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, then the Option Price shall be not less than One Hundred and Ten Percent (110%) of the Fair Market Value of an Option Share on the Grant Date.

(c)       Medium of Payment.  An Optionee shall pay for Options Shares (i) in cash, (ii) by bank check payable to the order of the Company or (iii) by such other mode of payment as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board.

(d)       Initial Exercise.  The Committee shall determine the time at which an Option or any portion thereof may first be exercised.

(e)       Termination of Options.  All Options shall expire at such time as the Committee may determine and set forth in the Option Document, which date shall not be later than the last business date immediately preceding the tenth anniversary of the Grant Date of such Option (the "Expiration Date").  No Option may be exercised later than the Expiration Date.  Notwithstanding the foregoing, no Option shall be exercisable after the first to occur of the following:

(i)         In the case of an ISO, five years from the Grant Date if, on the Grant Date the Optionee owns, directly or by attribution under Section 424(d) of the Code, shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company;

(ii)        Expiration of three months (or such shorter period as the Committee may select and set forth in the Option Document) from the date the Optionee's employment or service with the Company or its Affiliates terminates for any reason other than (a) disability (within the meaning of section 22(e)(3) of the Code) or death, or (b) circumstances described by Subsection (e)(iv), below;

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(iii)       In the event of a "Change in Control" (as defined in Subsection (f) below), the Committee can (A) accelerate the Expiration Date of any Option which has vested provided an Optionee who holds an Option is given written notice at least thirty (30) days before the date so fixed, (B) terminate any Option which has not then vested or (C) accelerate the vesting schedule of any Option;

(iv)       In the case of an Option granted under the Plan, a finding by the Committee, after full consideration of the facts presented on behalf of both the Company and the Optionee, that the Optionee has been discharged from employment with the Company or its Affiliates for Cause.  For purposes of this Section, "Cause" shall mean:  (A) a breach by Optionee of his employment agreement with the Company, (B) a breach of Optionee's duty of loyalty to the Company, including without limitation any act of dishonesty, embezzlement or fraud with respect to the Company, (C) the commission by Optionee of a felony, a crime involving moral turpitude or other act causing material harm to the Company's standing and reputation, (D) Optionee's continued failure to perform his duties to the Company or (E) unauthorized disclosure by Optionee of trade secrets or other confidential information belong ing to the Company.  In the event of a finding that the Optionee has been discharged for Cause, in addition to immediate termination of the Option, the Optionee shall automatically forfeit all Option Shares for which the Company has not yet delivered the share certificates upon refund of the Option Price; or

(v)        Expiration of one year from the date the Optionee's employment with the Company or its Affiliates terminates by reason of the Optionee's disability (within the meaning of section 22(e)(3) of the Code) or death.

(f)       Change of Control.  In the event of a Change in Control (as defined below), the Committee may take whatever action with respect to the Options outstanding under the Plan it deems necessary or desirable, including, without limitation, accelerating the Expiration Date in the respective Option Documents to a date no earlier than thirty (30) days after notice of such acceleration is given to the Optionee or terminate any Option which has not then vested.  A "Change of Control" shall be deemed to have occurred upon the earliest to occur of the following events:

(i)         the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated;

(ii)        the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Company;

(iii)       the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) and the stockholders of the other constituent corporation (or its board of directors if stockholder action is not required) have approved a definitive agreement to merge or consolidate the Company with or into such other corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of the Common Stock

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immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in substantially the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; or

(iv)       the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than (A) the Company or any of its Affiliates or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (B) any person who, on the date the Plan is approved by the stockholders, shall have been the beneficial owner of at least twenty percent (20%) of the outstanding Common Stock, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock.

(g)        Transfers.  No ISO granted under the Plan may be transferred, except by will or by the laws of descent and distribution.  During the lifetime of the person to whom an ISO is granted, such Option may be exercised only by such person.  No NQSO under the Plan may be transferred, except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder.

(h)        Other Provisions.  The Option Documents shall contain such other provisions including, without limitation, additional restrictions upon the exercise of the Option or additional limitations upon the term of the Option, as the Committee shall deem advisable.

(i)         Amendment.  The Committee shall have the right to amend Option Documents issued to such Optionee, subject to the Optionee's consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made under Subsection (f) above.

5.3       Exercise.

(a)        Notice.  No Option shall be deemed to have been exercised prior to the receipt by the Company of written notice of such exercise and of payment in full of the Option Price for the Option Shares to be purchased.  Each such notice shall (i) specify the number of Option Shares to be purchased, and (ii) satisfy the securities law requirements set forth in this Section 5.3.

(b)        Restricted Stock.  Each exercise notice shall (unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Securities Act")), contain the Optionee's acknowledgment in form and substance satisfactory to the Company that (i) such Option Shares are being purchased

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for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Securities Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option Documen ts may be endorsed on the certificates.  Notwithstanding the above, should the Company be advised by counsel that the issuance of Option Shares upon the exercise of an Option should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption therefrom is available, (C) the listing or inclusion of the Option Shares on any securities exchange or in an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Option Shares, the Company may defer the exercise of any Option granted hereunder until either such event in A, B, C or D has occurred.

(c)        Notice of Disqualifying Disposition.  An Optionee shall notify the Committee if any Option Shares received upon the exercise of an ISO are sold within one year of exercise or two years from the Grant Date.

ARTICLE VI

ADMINISTRATION

6.1       Stock Option Committee.  The Plan shall be administered by the Board of Directors of the Company which may appoint a Stock Option Committee composed of two or more non-employee directors (as the term "non-employee directors" is defined under Rule 16b-3(b)(3) of the Exchange Act) and outside directors (as the term “outside directors” is defined under section 162(m) of the Code, and related Treasury regulations) to operate and administer the Plan in its stead.  However, the Board may ratify or approve any grants as it deems appropriate, and the Board shall approve and administer all grants made to non-employee directors.  The Stock Option Committee or the Board of Directors in its administrative capacity with respect to the Plan is referred to herein as the "Committee".  

6.2       Meetings.  The Committee shall hold meetings at such times and places as it may determine.  Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee.

6.3       Discretion of Committee and the Board of Directors.  The Committee shall from time to time at its discretion grant Options pursuant to the terms of the Plan.  The Committee shall have plenary authority to determine the Optionees to whom and the times at which Options shall be

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granted, the number of Option Shares to be covered by such grants and the price and other terms and conditions thereof, including a specification with respect to whether an Option is intended to be an ISO, subject, however, to the express provisions of the Plan and compliance with Rule 16b-3(d) under the Exchange Act.  In making such determinations the Committee may take into account the nature of the Optionee's services and responsibilities, the Optionee's present and potential contribution to the Company's or its Affiliates success and such other factors as it may deem relevant.  The interpretation and construction by the Committee of any provision of the Plan or of any benefit granted under it shall be final, binding and conclusive.

6.4       No Liability.  No member of the Board of Directors or the Committee shall be personally liable for any action or determination with respect to the Plan or any benefit thereunder, or for any act or omission of any other member of the Board of Directors or the Committee, including but not limited to the exercise of any power and discretion given to him under the Plan, except those resulting from (i) any breach of such person's duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law or (iii) any transaction from which such person derived an improper personal benefit.

6.5       Indemnification.  In addition to such other rights of indemnification as he may have as a member of the Board of Directors or the Committee, and with respect to the administration of the Plan and the granting of Options hereunder, each member of the Board of Directors and of the Committee shall be entitled to be indemnified by the Company to the fullest extent permitted by applicable law, for all expenses (including but not limited to reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement reasonably incurred by him in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Benefits hereunder (each a "Proceeding") in which he may be involved by reason of his being or having been a member of the Board of Directors or the Committee, whether or not he continue s to be such member of the Board of Directors or the Committee at the time of the incurring of such expenses; provided however, that such indemnity shall not include any expenses incurred by such member of the Board of Directors or Committee in respect of any matter in which any settlement is effected in an amount in excess of the amount approved by the Company on the advice of its legal counsel; and provided further that no right of indemnification under the provisions set forth herein shall be available to or accessible by any such member of the Committee unless within ten (10) days after institution of any such action, suit or proceeding he shall have offered the Company in writing the opportunity to handle and defend such action, suit or proceeding at its own expense.  The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such member of the Board of Directors or the Committee and shall be in addition to all other rights to which such memb er of the Board of Directors or the Committee would be entitled to as a matter of law, contract or otherwise.  Expenses (including attorneys' fees) incurred by a member of the Board of Directors or the Committee in defending any Proceeding may be paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or such person to repay all amounts advanced if it should be ultimately be determined that such person is not entitled to be indemnified under this Article or otherwise, except that no such advance payment will be required if it is determined by the Board of

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Directors that there is a substantial probability that such person will not be able to repay the advance payments.

6.6       Adjustments on Changes in Common Stock.  The aggregate number of shares of Common Stock as to which Options may be granted under the Plan, the number of Option Shares covered by each outstanding Option and the Option Price per Option Share specified in each outstanding Option shall be appropriately adjusted in the event of a stock dividend, stock split or other increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision or consolidation of the Common Stock or other capital adjustment (not including the issuance of Common Stock on the conversion of other securities of the Company which are convertible into Common Stock) effected without receipt of consideration by the Company.  The Committee shall have the authority to determine the adjustments to be made under this Section and any such determination by the Committee shall be final, binding and conclusive, provided that no adjustment shall be made which will cause an ISO to lose its status as such.

ARTICLE VII

MISCELLANEOUS

7.1       Amendment of the Plan.  The Committee may terminate, suspend, amend or otherwise modify the Plan from time to time in such manner as it may deem advisable. Notwithstanding the foregoing, any amendment to the Plan which would change the eligibility of employees or the class of employees eligible to receive an Option or increase the maximum number of Option Shares as to which Options may be granted, will only be effective if such action is approved by the holders of common stock of the Company having a majority of the vote.

7.2       Continued Employment.  The grant of an Option pursuant to the Plan shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company to continue the employment or engagement of the Optionee with the Company or any of its Affiliates.

7.3       Withholding of Taxes.  Whenever the Company proposes or is required to issue or transfer Option Shares, the Company shall have the right to (a) require the recipient or transferee to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Option Shares, or (b) take whatever action it deems necessary to protect its interests, including withholding a portion of such Option Shares to satisfy such tax liabilities.

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